Bioforce Nanosciences Holdings, Inc 10-Q for FY2026 Q2
Bioforce Nanosciences Holdings, Inc. (BFNH)
About this 10-Q
Bioforce Nanosciences Holdings, Inc filed this 10-Q on August 10, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $238.68K
- compared with a net loss of $122.78K a year earlier
- Diluted EPS
- $0.01
- compared with $0.00 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (
| 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.
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).
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 ☐ Emerging growth company |
Accelerated filer ☐ Smaller reporting 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 ☐
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 August 10, 2026 the registrant had outstanding shares of common stock, par value $0.001 per share.
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TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOFORCE NANOSCIENCES HOLDINGS, INC.
FINANCIAL REPORTS
AT
JUNE 30, 2026
INDEX TO FINANCIAL STATEMENTS
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Capital Land Leases | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Accrued Board of Directors Compensation | ||||||||
| Due to Related Parties | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Common Stock - $ Par; Shares Authorized, and Issued and Outstanding, Respectively | ||||||||
| Additional Paid-In-Capital | ||||||||
| Stock Payable | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these audited condensed consolidated financial statements.
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Board of Directors Compensation | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Loss from Operations Before Other Income and (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income and (Expense) | ||||||||||||||||
| Forgiveness of Debt | ||||||||||||||||
| Legal Settlement | ||||||||||||||||
| Loss on Liability Settlement | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Other Income and (Expense) | ( | ) | ||||||||||||||
| Net Income (Loss) for the Period | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted Average Number of Common Shares - Basic and Diluted | ||||||||||||||||
| Net Loss for the Period Per Common Shares - Basic and Diluted | $ | $ | ) | $ | $ | ) | ||||||||||
The accompanying notes are an integral part of these audited condensed consolidated financial statements.
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
| For the Six Months Ended June 30, | 2026 | 2025 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net Income (Loss) for the Period | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) for the period to net cash | ||||||||
| used in operating activities: | ||||||||
| Board of Directors' Fees Transferred to Stock Payable | ||||||||
| Forgiveness of Debt | ( | ) | ||||||
| Forgiveness of Accounts Payable | ( | ) | ||||||
| Consulting Fees to be Paid with Stock Payable | ||||||||
| Interest Expense Paid with Common Stock | ||||||||
| Land Lease Expense Gifted by Shareholder | ||||||||
| Legal Fees to be Paid with Stock Payable | ||||||||
| Loss on Liability Settlement | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | ||||||||
| Accrued Board of Directors Compensation | ||||||||
| Net Cash Flows Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Capital Contribution | ||||||||
| Proceeds from Related Parties | ||||||||
| Net Cash Flows Provided by Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ||||||
| Cash - Beginning of the Period | ||||||||
| Cash - End of the Period | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
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 STOCKHOLDERS' DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 - UNAUDITED
| Common Stock | Additional | Total | ||||||||||||||||||||||
| $ 0.001 Par | Paid-In | Stock | Accumulated | Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Payable | Deficit | Deficit | |||||||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Common Stock Issued to Satisfy Liabilities | ||||||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||||||
| $ 0.001 Par | Paid-In | Stock | Accumulated | Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Payable | Deficit | Deficit | |||||||||||||||||||
| Balance - January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Capital Contribution - Cash | - | |||||||||||||||||||||||
| Capital Contribution - Oil & Gas Leases | - | |||||||||||||||||||||||
| Common Stock Issued to Satisfy Due to Related Party | ||||||||||||||||||||||||
| Common Stock Payable - Consulting and Legal Fees | - | |||||||||||||||||||||||
| Common Stock Payable - Board of Directors Compensation | - | |||||||||||||||||||||||
| Net Income for the Period | - | |||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
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 UNAUDITED CONDENSED CONSOLIDATED 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 shares of Element Acquisition Corporation for $
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 June 30, 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 and six months ended June 30, 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 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – Summary of Significant Accounting Policies - continued
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 and six months ended June 30, 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.
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BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 June 30, 2026 and 2025 the Company paid
press release wire services and filing fees a total in the amount of $
During the six months ended June 30, 2025, Mr.
Merle Ferguson was issued shares of common stock to reimburse him for accrued compensation and amounts due him totaling $.
Of this amount Mr. Richard Kaiser allowed Mr. Ferguson to assume $
During the year ended December 31, 2025, Mr. Ahmad,
a shareholder, loaned money to the Company in the amount of $
During the six months ended June 30, 2026 and
2025, two board of directors paid expenses of the Company in the amount of $
On May 19, 2026, the board of directors accepted
the assignment and lease transfer of eleven (11) Federal Oil and Gas lease assignments from a company related to the majority shareholder
of the Company.
NOTE 6 – Stock
Preferred Stock
Preferred stock consists of shares
authorized at $ par value. 10,000,000 of these preferred shares have been separately allocated to Series A Preferred.
Common Stock
Common stock consists of shares authorized at $ par value. At June 30, 2026 and December 31, 2025, there were shares issued and outstanding.
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BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – Stock - continued
On January 24, 2025 the Board approved the issuance
of shares of common stock to pay Mr. Ferguson for $2,173,000 that was owed to him. The difference of $
NOTE 7 – Debt Forgiveness
On April 15, 2026, Mr. Merle Ferguson, Chairman
of the Board of Directors cancelled his month to month contract of $
NOTE 8 – Stock Payable
During May 2026, the Company signed three (3)
contracts that are to be paid in restricted shares of the Company. The shares total to be distributed to 2 advisory board members and
a legal consultant are for a total of four (4) million shares. All contracts are for three (3) years terminating in May 2029. On May 19,
2026 the
NOTE 9 – Assignment of Federal Oil and Gas Leases
On June 5, 2026, the Company received an assignment of federal oil and gas leases covering approximately 19,957 acres of land located in the White River Valley, Nye County, Nevada (collectively, the "Nevada Leases") from Natural Minerals Trust, LLC, a Delaware limited liability company, which is controlled by Nexus Capital Investments, Inc., the Company's majority shareholder ("Nexus"). The assignment has been approved by the United States Bureau of Land Management ("BLM").
As a result of the approval, the Company now owns these Nevada Leases, giving the Company oil and gas exploration rights to eleven (11) federal oil and gas leases located in the Great Basin and Range in Nye County, Nevada. The Great Basin is a foreland basin, and its producing formations are mostly from the Devonian and Mississippian Ages. Chainman Shale Formation is the main source rock (up to 9% TOC – Total Organic Carbon) and has good thermal generation windows following depositional episodes that filled the White River Valley with multiple structural traps. The leases target prospective hydrocarbon-bearing formations, including but not limited to the Chainman Shale Formation, Pilot Shale, Ely Limestone Formation, Guilmete Dolomite Formation, Simonson Dolomite Formation and Joana Limestone Formation. These formations have demonstrated commercial oil and gas production in analogous wells operated by third parties in the immediate vicinity of the Nevada Leases.
The Nevada Leases have primary terms ranging from
NOTE 10 – Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2026 to the date of August 7, 2026, and has determined that it does not have a material subsequent events to disclose in these financial statements.
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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.
April 15, 2026, Merle Ferguson (“Seller”), a current Director of the Company sold 26,700,000 shares of his common stock in the Company to Nexus Capital Investments, Inc., a Wyoming Corporation (“Purchaser”). This represented Mr. Ferguson’s controlling stock interest in the Company, equaling 79.65% of the outstanding common stock of the Company. Nexus Capital Investments, Inc. paid $400,000 to the Seller from its corporate funds; no loans were involved in this transaction.
Noteworthy, 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. Because of the intense competition in the supplement marketplace the Company changed its business model in the oil and gas industry on June 5, 2026.
On June 5, 2026 Bioforce Nanoscience, Inc. ( “Bioforce” or “BFNH”) received an assignment of federal oil and gas leases covering approximately 19,957 acres of land located in the White River Valley, Nye County, Nevada (collectively, the "Nevada Leases") from Natural Minerals Trust, LLC, a Delaware limited liability company , which is controlled by Nexus Capital Investments, Inc., the Company's majority shareholder ("Nexus"). On July 1, 2026, the United States Bureau of Land Management ("BLM") approved the assignments of Eleven (11) leases, giving BFNH oil and gas exploration rights. The leases were assigned to Company for only the cost of the assignement transfer fee application of $120 per claim paid to the BLM.
The eleven (11) claims now leased to BFNH from the BLM are as follows:
1. NVNV106770412
2. NVNV106770413
3. NVNV106770414
4. NVNV106770415
5. NVNV106770416
6. NVNV106770417
7. NVNV106770418
8. NVNV106770419
9. NVNV106770420
10. NVNV106770421
11. NVNV106770422
The Nevada Leases have primary terms ranging from 10 years, with automatic extensions (“held by production”) for so long as oil or gas is produced in paying quantities. If the transfer of the leases is granted, the Company will be obligated to pay the United States federal government a royalty of 12.5% of gross production revenues, in accordance with standard BLM lease terms. However, no proven reserves have been established, and no pilot wells have been drilled. Accordingly, there is no assurance that we will be able to develop productive oil and gas operations from the land covered by the Nevada Leases.
The Company intends to commence development activities on the Nevada Leases, which may include:
| - | Additional geological and geophysical studies, including 3D seismic surveys; |
| - | Drilling of initial exploratory and development wells; |
| - | Completion and production testing of wells; |
| - | Construction of gathering systems and production infrastructure; |
| - | Evaluation of strategic partnerships, joint ventures, or farm-out arrangements to accelerate development and share capital costs and technical risk. |
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The Nevada Leases consist of eleven (11) federal oil and gas leases located in the Great Basin and Range in Nye County, Nevada. The Great Basin is a foreland basin and its producing formations are mostly from the Devonian and Mississippian Ages. Chainman Shale Formation is the main source rock (up to 9% TOC – Total Organic Carbon) with good thermal generation windows after depositional episodes that filled White River Valley with multiple structural traps. The leases target prospective hydrocarbon-bearing formations, including but not limited to the Chainman Shale Formation, Pilot Shale, Ely Limestone Formation, Guilmete Dolomite Formation, Simonson Dolomite Formation and Joana Limestone Formation. These formations have demonstrated commercial oil and gas production in analogous wells operated by third parties in the immediate vicinity of the Nevada Leases.
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. 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. The Company is determining if the wholly-owned subsidiary name should be changed back to BioForce Nanosciences Holdings, Inc, and perhaps move forward with redomicile action as mentioned above.
Memorandum of Understanding ("MOU")
June 02, 2021, Bioforce Nanosciences Holdings, Inc. entered into a Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplated a proposed transaction between the entities that would have provided for BFNH to acquire all of the assets controlled by ELGL. As of the date of this filing, this June 02, 2021 MOU with ELGL has expired, and the management of both companies have yet to decided if they will enter into a new MOU.
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 CEO/CFO/ Secretary |
| Scott Mager | Director (1) |
| (1) | Appointed June 15, 2026 |
Resignations
On June 17, 2026, the Company’s Board of Directors received resignation letters from Mr. Steven Gagnon and Mr. John LaViolette as BioForce Nanosciences Holdings, Inc.’s Co-Chief Executive Officers (CEOs), and from Sasha Shapiro the Company’s Vice-President. The Board accepted their resignations and they resigned with no conflicts of interest between the Company and the departing officers. The Board accepted their resignations.
Business Advisory Committee Abolished
Mark Greenberg, Neil Davis and Stephen Scheffer are no longer part of the Company's Business Advisory Committee; the Company abolished this committee.
Advisory Board Established and Appointments
On May 19, 2026, the Company established an "Advisory Board." Subsequently, the Board offered two people advisory board positions, Mr. Stuart Yarbrough and Mr. Edward Mathias, who then accepted their “Advisory Board” positions with the Company. The Company will issue 1,500,000 Rule 144 restricted shares to each of them for these advisory position based on the closing price of the Company shares on May 19, 2026, $0.55 per share. The position is a three (3)- year term ending May 19, 2029, with no additional compensation except as stated above. As of the date of this filing shares have yet to be issued. (See Exhibits 10.1 and Exhibit 10.2)
Advisory Board Biographies
Stuart Yarbrough
Stuart J. Yarbrough is currently an active private investor whose professional experience includes over 20 years in public accounting, primarily with Ernst & Young and BDO Seidman. He then served as the chief executive partner of 3Point Capital Partners, a company he co-founded, which provided investment banking services and venture debt financing to growth companies, closing merger and sell transactions with total value in excess of $2.5 Billion. As an “audit committee financial expert,” Mr. Yarbrough has served on over 20 corporate private and public boards as well as typically served as chair of the audit and risk committees of such companies. With his public accounting experiences, his investment banking experiences and his board and audit and risk committee experiences, he brings significant experiences relative to such related matters. Mr. Yarbrough has a bachelor’s degree in management sciences-accounting from Duke University and is a CPA. Mr. Yarbrough attended Duke University on a basketball scholarship and was named to the Atlantic Coast Conference Honor Roll for achieving outstanding academic and athletic achievement.
Edward Mathias
Edward J. Mathias is currently a senior advisor to The Carlyle Group, a global alternative asset management firm. He was instrumental in the formation of The Carlyle Group and assisted in raising the firm’s initial capital; eventually joining the firm full-time in 1992. He has held various investment roles in the firm and served as a member of the firm’s Board of Directors when it went public. Prior to this, Mr. Mathias was a long-time member of the Management Committee and Board of Directors at T. Rowe Price Associates, Inc., a major investment management organization, having spent over 20 years at the firm. Mr. Mathias is an active investor in and advisor to several investment firms as well as private equity funds and venture/growth companies. To these roles, he brings significant experience in both the public and private markets. Mr. Mathias holds an M.B.A. from the Harvard Business School and an undergraduate degree from the University of Pennsylvania where he currently serves as a Trustee Emeritus. Upon college graduation, he served 5 years as a Supply Corps Office in the US Navy.
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General Counsel
On May 19, 2026, the Board appointed Mr. Scott Mager, Attorney-at-Law, from Ft. Lauderdale, Florida, to be the Company's General Counsel. Mr. Magar’s General Counsel contract is for 3- years with terms and conditions, and is to be paid 1,000,000 (one million shares) of restricted stock pursuant to Rule 144, based on the closing price of the Company shares on May 19, 2026, $0.55 per share. As of the date of this filing shares have yet to be issued. (See Exhibit 10.3).
Election of Directors
Effective June 15, 2026, the Board of Directors appointed Scott Mager, the Company's General Counsel, as a Director of the Company.
There are no arrangements or understandings between the newly appointed director and any other person pursuant to which Mr. Mager was selected as a director. There are no related party transactions between the Company and the newly appointed director that would require disclosure under Item 404(a) of Regulation S-K.
Biography
Scott Mager - Director
Scott Mager graduated from University of Florida in 1984 and Nova Southeastern Law School in 1988. Mr. Mager brings a wealth of legal, regulatory, and strategic expertise to the Board, serving as a renowned corporate attorney and seasoned trial lawyer licensed across multiple states and the United States Supreme Court. Recognized globally for his professional excellence, he has been named National Litigator of the Year by a prominent multi-billion-dollar corporate conglomerate and holds the highest peer-reviewed rating for both ethical standards and professional ability from the world's leading attorney rating organization. A prolific thought leader, Mr. Mager, has over 150 published articles and lectures on complex legal and business issues. Beyond his legal practice, he has partnered across a variety of successful business and entrepreneurial endeavors, offering vital governance and strategic oversight. A Life Member of the Multi-Million Dollar Advocates Forum, Mr. Mager is also deeply committed to civic leadership, notably receiving the NFL Community Quarterback Award for extraordinary philanthropic service.
Officer Appointment
On June 17, 2026, the Company’s Board of Directors appointed Richard Kaiser as the Company’s interim Chief Executive Officer (CEO). Mr. Kaiser has been an officer and director of the Company since July 1, 2013. He currently maintains roles as the Company’s Chief Financial Officer, Secretary, and Director. As of the date of this filing, Mr. Kaiser as yet to enter into a compensation agreement with the Company as Interim CEO.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months Ended June 30,, 2026 and 2025 - Unaudited Statements
The Company’s sales revenue for each of the three months ended June 30, 2026 and 2025 $-0-. During the three months ended June 30, 2026 and 2025, the Company received no orders, -0- units of its Bioforce Eclipse supplement product and has had no oil/gas production.
The Cost of Goods Sold for each of the three months ended June 30, 2026 and 2025 was $-0- .
Gross Margins for each of the three months ended June 30, 2026 and 2025 was 0% from the sale of -0- units of the BioForce Eclipse supplement product and no oil/gas production revenues.
Gross Profit for each of the three months ended June 30, 2026 and 2025 was $-0- .
Operating expenses for three months ended June 30, 2026 totaled $262,330 from Board of Directors compensation and General and Administrative Expenses, compared to $122,781 for the three months ended June 30, 2025. The increase in June 30, 2026 compared to the same period ended June 30, 2025 was attributed to higher Board of Directors compensation and from higher General and Administrative Expenses.
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Six Months – June 30, 2026 and 2025 - Unaudited Statements
The Company’s sales revenue for each of the six months ended June 30, 2026 and 2025 was $-0. During the six months ended June 30, 2026 and 2025, the Company received no orders, -0- units of its Bioforce Eclipse supplement product and has had no oil/gas production.
The Cost of Sales for each of the six months ended June 30, 2026 and 2025 were $-0-.
Gross Margins for each of the six months ended June 30, 2025 and 2024 were 0% from the sale of -0- units of the BioForce Eclipse supplement product and no oil/gas production revenues.
Gross Profit for each of the six months ended June 30, 2026 and 2025 were $-0-.
Operating expenses for six months ended June 30, 2026, totaled $380,063 from Board of Director Compensation and General and Administrative Expenses, compared to $256,238 for the six months ended June 30, 2025. The increase in the six months ended June 30, 2026 compared to the same period ended June 30, 2025 was attributed to higher Board of Directors compensation and higher General and Administrative Expenses.
Net Income (Loss):
Net Income for the three months ended June 30, 2026 was $238,682 compared to a Net Loss of $122,781during the three months ended June 30, 2025. Net Income for the six months ended June 30, 2026 was $136,271 compared to a Net Loss of $(1,058,238) during the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company recorded Other Income from the Forgiveness of Debt of $502,373 (See Note 5 in Financial Statements), Legal Settlement of $15,322, and a Loss on Liability Settlement of $1,361, and during the six months ending June 30, 2025, the Company recorded a Loss on Liability Settlement of $802,001 from the issuance of shares to pay accrued officer and director fees (See Note 6 in Financial Statements).
Liquidity and Capital Resources:
As of June 30, 2026, the Company’s assets totaled $2,288,075 which consisted of $307 in Cash and Prepaid Expenses of $2,153,243. Our total liabilities were $84,767 from Accounts Payable and Accrued Expenses, Accrued Director Compensation, and Due to Related Parties. As of June 30, 2026, the Company had an accumulated deficit of $162,275,846 and working capital of $2,303,308.
For the six months ended June 30, 2026, net cash used in operations of $ 19,892 was the result of a Net Income for the period of $136,271, from an increase in Board of Directors' Fees Paid with Stock Payable of $155,000, decrease in the Forgiveness of Debt of $502,373, decrease in Forgiveness of Account Payable of $2,895, increase in Consulting Fees Paid with Stock Payable of $68,750, increase in Interest Expense Paid with Common Stock of $1,000, increase in Land Lease Expense Gifted by Shareholder of 7,485, increase in Legal Fees Paid with Stock Payable of $22,917, increase in Loss on Liability Settlement of $1,361, increase in Accounts Payable and Accrued Expenses of $3,342 and an increase in accrued Board of Directors' and Officer Compensation of $89,250.
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).
Cash Used In Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 and 2025 were $19,892 and $43,108, respectively.
Cash Flows from Investing Activities
Net cash used in investing activities was $-0- for each of the six month periods ended June 30, 2026 and 2025.
Cash Provided by Financing Activities
Net cash provided by financing activities was $19,413 for six months ended June 30, 2026 from Capital Contributions and proceeds from Related Parties, and was $43,151 for six months ended June 30 , 2025 from the proceeds from Related Parties,.
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.
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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.
Preferred 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, 2025 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 June 30, 2026.
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 June 30, 2026. 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).
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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 June 30, 2026:
- The Company has inadequate segregation of duties within its cash disbursement control design.
- During the period ended June 30, 2026, 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 reporting period ended June 30, 2026 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
June 30, 2026
During the year ended December 31, 2025, Mr. Ahamd, a shareholder, loaned money to the Company in the amount of $10,000. A formal note was finalized and converted in April 2026. 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. The premium of $1,361 is included in the statement of operations as a loss on liability settlement for the three and six months ended June 30, 2026 (See Exhibit 10.5).
June 30, 2025
During the six months ending June 30, 2025, the Company's Board, on January 24, 2025, approved the issuance of 4,250,000 restricted 144 shares of common stock to pay for accrued officer and director fees.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5.
During May 2026, the Company signed three (3) contracts that are to be paid in restricted shares of the Company. The shares total to be distributed to 2 advisory board members and a legal consultant are for a total of four (4) million shares. All contracts are for three (3) years terminating in May 2029. On May 19th, 2026 the Company also approved the issuance of 200,000 restricted shares to Mr. Ferguson as a performance bonus for his service to the Company for the last ten (10) years. The board also approved issuing 316,909 restricted shares to Mr. Kaiser for all accrued compensation through April 2026. All shares are to be issued at the closing price of the Company’s stock on May 19, 2026 which was $0.55. No stock has been issued at June 30, 2026, therefore the total value of stock payable at June 30, 2026 was $2,484,300. Prepaid expenses related to the contracts was $2,108,333 at June 30, 2026.
On July 01, 2026, Bioforce engaged Ryder Scott, a leading independent petroleum engineering firm, to provide expert advice on the potential development of our lease claims. BFNH anticipates that, with these engineers' assistance, the Company could develop reserve evaluations to guide BFNH’s exploration efforts, reinforcing the Company’s dedication to transparency regarding the overall potential of these claims (See Exhibit 10.4).
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ITEM 6. EXHIBITS
Index to Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Stuart Yarbrough Advisory Board Contract - May 19, 2026+ | |
| 10.2 | Edward Mathias Advisory Board Contract - May 19, 2026+ | |
| 10.3 | Scott Mager General Counsel Contract - May 19, 2026+ | |
| 10.4 | Ryder Scott Company Petroleum Consultants - July 1, 2026+ | |
| 10.5 | Nauri D. Ahmad Promissory Note - April 15, 2026+ | |
| 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: August 10, 2026 | By: | /s/Richard Kaiser |
|
Richard Kaiser Chief Executive Officer (Interim) |
||
| By: | /s/Richard Kaiser | |
|
Richard Kaiser Chief Financial Officer, Principal Accounting Officer and Secretary |
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Exhibit 10.1
ADVISORY BOARD AGREEMENT
Between BioForce NanoSciences Holdings, Inc and Stuart J. Yarbrough
This Advisory Board Agreement ("Agreement") is entered into as of May 19, 2026 ("Effective Date"), by and between:
Company: BioForce NanoSciences Holdings, Inc. (BFNH) (“Company”), a Nevada Company, with its primary business office at 2020 General Booth Blvd. Ste. 230, Virginia Beach, VA 23454, phone: 757-306-6090, and
Advisor Board Member: Stuart J. Yarbrough ("Advisor"), address: XXXXXXXXX, phone: XXXXXXXX, and email address: XXXXXXXX.
Collectively, the "Parties."
1. Appointment
The Company hereby appoints Advisor to serve as an advisor board member to the Company, and Advisor accepts such appointment, subject to the terms and conditions of this Agreement.
2. Term
The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years unless earlier terminated in accordance with Section 8 of this Agreement. The agreement terminates on May 19, 2029, and the parties may renegotiate a new advisory board agreement at the end of the term.
3. Advisory Services
The Advisor may provide strategic advice and guidance to the Company, which may include:
- Business strategy and planning;
- Industry and market insights;
- Introductions to potential customers, partners, investors, and other business contacts;
- Review of business initiatives as they pertain to the Company’s oil/gas exploration and development.
- Introduction to key Wall Street professionals assisting the Company in listing shares on the US National Exchange – i.e., NASDAQ or NYSE.
- Participation in management meetings as reasonably requested by the Company.
Advisor shall serve as an independent contractor and shall not have authority to bind the Company.
4. Time Commitment
Advisor agrees to devote a reasonable amount of time to performing advisory services outlined in Section 3.
5. Compensation
5.1 Equity Compensation
As consideration for Advisor's services under this Agreement, the Company shall grant Advisor 1,500,000 (One Million Five Hundred Thousand) 144 Restricted shares of the Company's common stock (the "Shares). The cost basis of the shares is determined by the closing price of the Company's shares on May 19, 2026, $0.55 (Fifty-Five Cents) per share, the closing price of the Company’s stock traded on OTC Markets. The 144 shares shall be issued as “Book Entry” to Advisor as soon as practical following the Effective Date as payment for services to be rendered during the Term.
The Company will issue shares pursuant to the terms of this agreement on behalf of Stuart Yarbrough, as grantor of his family trust, Stuart J. Yarbrough Family Trust, UAD 01/20/2012.
5.2 Securities Compliance
The issuance of Shares is subject to US SEC Rule 144 and all applicable securities laws.
5.3 Tax Responsibility
Advisor acknowledges that the issuance of Shares may create tax obligations. Advisor shall be solely responsible for any taxes arising from the receipt, ownership, or disposition of the Shares.
6. Confidentiality
Advisor shall maintain in strict confidence all non-public information concerning the Company, its business, customers, technology, finances, and operations.
Advisor shall not disclose or use Confidential Information except as necessary to perform services under this Agreement.
These confidentiality obligations shall survive termination of this Agreement for two (2) years after May 19, 2029.
7. Intellectual Property
Any ideas, inventions, improvements, works of authorship, materials, or other intellectual property developed by Advisor specifically for the Company in connection with advisory services shall be the exclusive property of the Company.
Advisor agrees to execute any documents reasonably necessary to confirm such ownership.
8. Termination
The Parties may immediately terminate this Agreement for:
- Material breach of this Agreement.
- Fraud, misconduct, or illegal activity.
9. Independent Contractor
Advisor is an independent contractor and not an employee, partner, joint venture, or agent of the Company, and not entitled to employee benefits.
10. Non-Disparagement/Confidentiality
During the Term and for two (2) years thereafter, neither Party shall knowingly make false or disparaging statements concerning the other Party and shall maintain confidence and not discuss the operations of the Company and its management team.
11. Representations
Advisor represents that entering into this Agreement does not violate any other agreement or obligation.
The Company represents that it has authority to issue the 144 Shares and enter into this Agreement.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.
13. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.
Any amendment must be in writing and signed by both Parties.
14. Notices
All notices under this Agreement shall be in writing and delivered by personal delivery, recognized courier, or email to the addresses designated by the Parties.
COMPANY
Name: Richard Kaiser
Title: CFO
Signature: /s/ Richard Kaiser
Date: May 19, 2026
ADVISOR BOARD MEMBER
Name: Stuart Yarbrough
Signature: /s/ Stuart Yarbrough
Date: May 19, 2026
EXHIBIT 10.2
ADVISORY BOARD AGREEMENT
Between BioForce NanoSciences Holdings, Inc. and Edward Mathias
This Advisory Board Agreement ("Agreement") is entered into as of May 19, 2026 ("Effective Date"), by and between:
Company: BioForce NanoSciences Holdings, Inc. (BFNH) (“Company”), a Nevada Company, with its primary business office at 2020 General Booth Blvd. Ste. 230, Virginia Beach, VA 23454, phone: 757-306-6090, and
Advisor Board Member: Edward Mathias ("Advisor"), address: XXXXXXXX, phone: XXXXXXXXX, and email: XXXXXXXXXXXX
Collectively, the "Parties."
1. Appointment
The Company hereby appoints Advisor to serve as an advisor board member to the Company, and Advisor accepts such appointment, subject to the terms and conditions of this Agreement.
2. Term
The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years unless earlier terminated in accordance with Section 8 of this Agreement. The agreement terminates on May 19, 2029, and the parties may renegotiate a new advisory board agreement at the end of the term.
3. Advisory Services
The Advisor shall provide strategic advice and guidance to the Company, which may include:
- Business strategy and planning;
- Industry and market insights;
- Introductions to potential customers, partners, investors, and other business contacts;
- Review of business initiatives as they pertain to the Company’s oil/gas exploration and development.
- Introduction to key Wall Street professionals assisting the Company in listing shares on the US National Exchange – i.e., NASDAQ or NYSE.
- Participation in management meetings as reasonably requested by the Company.
Advisor shall serve as an independent contractor and shall not have authority to bind the Company.
4. Time Commitment
Advisor agrees to devote a reasonable amount of time to performing advisory services outlined in Section 3.
5. Compensation
5.1 Equity Compensation
As consideration for Advisor's services under this Agreement, the Company shall grant Advisor 1,500,000 (One Million Five Hundred Thousand) 144 Restricted shares of the Company's common stock (the "Shares). The cost basis of the shares is determined by the closing price of the Company's shares on May 19, 2026, $0.55 (Fifty Five Cents) per share; the closing price of the Company’s stock traded on OTC Markets. The 144 - shares shall be issued as “Book Entry” to Advisor as soon as practical following the Effective Date as payment for services to be rendered during the Term.
5.2 Securities Compliance
The issuance of Shares is subject to US SEC Rule 144 and all applicable securities laws.
5.3 Tax Responsibility
Advisor acknowledges that the issuance of Shares may create tax obligations. Advisor shall be solely responsible for any taxes arising from the receipt, ownership, or disposition of the Shares.
6. Confidentiality
Advisor shall maintain in strict confidence all non-public information concerning the Company, its business, customers, technology, finances, and operations.
Advisor shall not disclose or use Confidential Information except as necessary to perform services under this Agreement.
These confidentiality obligations shall survive termination of this Agreement for two (2) years after May 19, 2029.
7. Intellectual Property
Any ideas, inventions, improvements, works of authorship, materials, or other intellectual property developed by Advisor specifically for the Company in connection with advisory services shall be the exclusive property of the Company.
Advisor agrees to execute any documents reasonably necessary to confirm such ownership.
8. Termination
The Parties may immediately terminate this Agreement for:
- Material breach of this Agreement.
- Fraud, misconduct, or illegal activity.
9. Independent Contractor
Advisor is an independent contractor and not an employee, partner, joint venture, or agent of the Company, and not entitled to employee benefits.
10. Non-Disparagement/Confidentiality
During the Term and for two (2) years thereafter, neither Party shall knowingly make false or disparaging statements concerning the other Party and shall maintain confidence and not discuss the operations of the Company and its management team.
11. Representations
Advisor represents that entering into this Agreement does not violate any other agreement or obligation.
The Company represents that it has authority to issue the 144 Shares and enter into this Agreement.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.
13. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.
Any amendment must be in writing and signed by both Parties.
14. Notices
All notices under this Agreement shall be in writing and delivered by personal delivery, recognized courier, or email to the addresses designated by the Parties.
COMPANY
Name: Richard Kaiser
Title: CFO
Signature: /s/ Richard Kaiser
Date: May 19, 2026
ADVISOR BOARD MEMBER
Name: Edward Mathias
Signature: /s/ Edward Mathias
Date: May 19, 2026
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Exhibit 10.5
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Exhibit 31.1
CHIEF EXECUTIVE OFFICER
I, Richard Kaiser, 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: August 10, 2026 | /s/Richard Kaiser Richard Kaiser Chief Executive Officer (Interim) |
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..;
(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.
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Dated: August 10, 2026 | /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 June 30, 2026 (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: August 10, 2026 | /s/Richard Kaiser Richard Kaiser Chief Executive Officer (Interim) |
Exhibit 32.2
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 June 30, 2026 (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: August 10, 2026 | /s/Richard Kaiser Richard Kaiser Chief Financial Officer |