BioForce Nanosciences (BFNH) 10-K 29 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 27, 2019	Sep. 30, 2018
Document And Entity Information
Entity Registrant Name	BIOFORCE NANOSCIENCES HOLDINGS, INC.
Entity Central Index Key	0001310488
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 25,917,171
Entity Common Stock, Shares Outstanding		76,312,213
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 29,392	$ 14,325
Accounts Receivable	5,735	4,500
Prepaid Expenses		2,083
Total Current Assets	35,127	20,908
Total Assets	35,127	20,908
Current Liabilities
Accounts Payable and Accrued Expenses	5,323	12,706
Total Current Liabilities	5,323	12,706
Total Liabilities	5,323	12,706
Commitments and Contingencies (Note 8)
Stockholders' Equity
Preferred Stock - $0.001 Par; 100,000,000 Shares Authorized, -0- Issued
Common Stock - $0.001 Par; 900,000,000 Shares Authorized, 76,308,587 and 76,295,171 Issued and Outstanding, Respectively	76,308	76,295
Additional Paid-In-Capital	668,710	579,383
Accumulated Deficit	(715,214)	(647,476)
Total Stockholders' Equity	29,804	8,202
Total Liabilities and Stockholders' Equity	$ 35,127	$ 20,908

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017	Dec. 05, 2017
Statement of Financial Position [Abstract]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized (in Shares)	100,000,000	100,000,000	50,000,000
Preferred Stock, issued (in Shares)	0	0
Common Stock, par value (in Dollars per Share)	$ 0.001	$ 0.001
Common Stock, shares authorized (in Shares)	900,000,000	900,000,000
Common Stock, shares issued (in Shares)	76,308,587	76,295,171
Common Stock, shares outstanding (in Shares)	76,308,587	76,295,171

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Sales	$ 16,310	$ 4,500
Cost of Sales	11,645	3,245
Gross Profit	4,665	1,255
Operating Expenses
General and Administrative	71,405	32,516
Loss from Operations	(66,740)	(31,261)
Other Expenses
Loss on Liability Settlement	998
Loss Before Income Tax Expense	(67,738)	(31,261)
Income Tax Expense
Net Loss	$ (67,738)	$ (31,261)
Weighted Average Number of Common Shares - Basic and Diluted	76,300,252	76,161,253
Net Loss Per Common Shares - Basic and Diluted	$ 0	$ 0

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities
Net Loss	$ (67,738)	$ (31,261)
Non-Cash Adjustments:
Loss on Liability Settlement	998
Changes in Assets and Liabilities:
Accounts Receivable	(1,235)	(4,500)
Prepaid Expenses	2,083
Accounts Payable and Accrued Expenses	3,426	9,863
Net Cash Flows Used In Operating Activities	(62,466)	(25,898)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Capital Contributions - Directors	77,533	25,898
Net Change in Cash	15,067
Cash - Beginning of Year	14,325	14,325
Cash - End of Year	29,392	14,325
Cash Paid During the Year for:
Interest
Income Taxes
Supplemental Disclosures of Non Cash Investing and Financing Activities:
Common Stock Issued to Pay Accounts Payable	$ 11,807	$ 11,280

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2016	$ 76,107	$ 542,393	$ (616,215)	$ 2,285
Beginning balance, shares at Dec. 31, 2016	76,107,171
Capital Contributions - Directors		25,898		25,898
Common Stock Issued in Exchange for Product Payment	$ 188	11,092		11,280
Common Stock Issued in Exchange for Product Payment, shares	188,000
Net income			(31,261)	(31,261)
Ending balance at Dec. 31, 2017	$ 76,295	579,383	(647,476)	$ 8,202
Ending balance, shares at Dec. 31, 2017	76,295,171			76,295,171
Capital Contributions - Directors		77,533		$ 77,533
Common Stock Issued in Exchange for Product Payment	$ 13	11,794		11,807
Common Stock Issued in Exchange for Product Payment, shares	13,416
Net income			(67,738)	(67,738)
Ending balance at Dec. 31, 2018	$ 76,308	$ 668,710	$ (715,214)	$ 29,804
Ending balance, shares at Dec. 31, 2018	76,308,587			76,308,587

Organization & Description of B

Organization & Description of Business	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization & Description of Business	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. The acquisition was made pursuant to an agreement entered into on November 30, 2005 ("Merger Agreement"), whereby we agreed to merge our newly created, wholly owned subsidiary, Silver River Acquisitions, Inc., with and into BioForce, with BioForce being the surviving entity. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Cash At December 31, 2018 and 2017, the Company’s cash consisted of the following: December 31, 2018 2017 Checking Account $ 28,788 $ 12,220 Cash on Hand 605 2,105 Total Cash $ 29,393 $ 14,325 Accounts Receivable The Company considers accounts receivable to be fully collectible. Accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible they will be charged to operations when that determination is made. Earnings (Loss) per Share Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share. Stock-Based Compensation We periodically issue shares of our common stock to non-employees in exchange for goods and services. We account for stock issued to non-employees in accordance with ASC 505-50, Equity 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, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates. 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 Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers 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. Inventory costing is accounted using last in first out. The Company only orders inventory once a sales invoice is obtained. Inventory. Derivative Instruments In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. As of December 31, 2018 and 2017 there were no derivative liabilities.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	12 Months Ended
	Dec. 31, 2018
Accounting Changes and Error Corrections [Abstract]
Recently Issued Accounting Standards	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 revenue recognition. 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.

Prepaid Expenses

Prepaid Expenses	12 Months Ended
	Dec. 31, 2018
Prepaid Expense, Current [Abstract]
Prepaid Expenses	NOTE 4 – Prepaid Expenses Prepaid expenses consist of the following at December 31, 2018 and 2017: December 31, 2018 2017 Filing Fees $ –– $ 2,083 Total Prepaid Expenses $ –– $ 2,083

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2018
Going Concern [Abstract]
Going Concern	NOTE 5 – Going Concern The Company’s 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. As a result, there is an accumulated deficit at December 31, 2018 and 2017. 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.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 – 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 year ended December 31, 2018 and 2017, a majority shareholder and the CFO paid all expenses of the Company in the amount of $77,533 and $25,898, respectively. These amounts paid will not be reimbursed to the shareholder or the CFO; therefore, additional paid in capital was increased by $77,533 and $25,898 respectively for the years ended December 31, 2018 and 2017.

Stock

Stock	12 Months Ended
	Dec. 31, 2018
Stockholders' Equity Note [Abstract]
Stock	NOTE 7 – Stock Preferred Stock Preferred stock consists of 100,000,000 shares authorized at $0.001 par value. At December 31, 2018 and 2017 there were -0- shares issued and outstanding. On December 5, 2017, the Company amended its Articles of Incorporation in order to increase authorized preferred stock to 100,000,000 shares from 50,000,000. Common Stock Common stock consists of 900,000,000 shares authorized at $0.001 par value. At December 31, 2018 and 2017, there were 76,308,587 and 76,295,171 shares issued and outstanding, respectively. On December 5, 2017, the Company amended its Articles of Incorporation in order to increase authorized common stock to 900,000,000 shares. During the year ended December 31, 2017, the Company issued 188,000 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $11,280. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date. During the year ended December 31, 2018, the Company issued 13,416 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $11,808. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date which was an overpayment of the accounts payable to the vendor. The overpayment of $998 is included in loss on liability settlement in the statement of operations at December 31, 2018.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 – Commitments and Contingencies The Company has no commitments and contingencies.

Concentrations

Concentrations	12 Months Ended
	Dec. 31, 2018
Risks and Uncertainties [Abstract]
Concentrations	NOTE 9 – Concentrations For the year ended December 31, 2018, the Company’s sales were with one (1) customer and amounted to $16,310. For the year ended December 31, 2018, the Company’s purchases were with one (1) vendor and amounted to $11,645.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10 – Income Taxes Income taxes are computed based on Net income (loss) provided in the financial statements at federal and state applicable rates. Income tax expense at December 31, 2018 and 2017 was $-0- due to the Company’s net loss. The effective income tax rate of 0% for the years ended December 31, 2018 and 2017 differed from the statutory rate, due primarily to net operating losses incurred by the Company in the respective periods. For the year ended December 31, 2018 a tax benefit of approximately $18,300 would have been generated. For the year ended December 31, 2017 a tax benefit of approximately $6,600 would have been generated. However, all benefits have been fully offset through an allowance account due to the uncertainty of the utilization of the net operating losses. As of December 31, 2018 the Company had net operating losses of approximately $67,700 that would result in a deferred tax asset of approximately $18,300. However, the Company has established a valuation allowance in the full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in future periods.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – Subsequent Events On January 23, 2019 the board of directors issued a resolution to issue 4,626 shares to pay a vendor’s bill of $4,080 included in accounts payable at December 31, 2018.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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.
Cash	Cash At December 31, 2018 and 2017, the Company’s cash consisted of the following: December 31, 2018 2017 Checking Account $ 28,788 $ 12,220 Cash on Hand 605 2,105 Total Cash $ 29,393 $ 14,325
Accounts Receivable	Accounts Receivable The Company considers accounts receivable to be fully collectible. Accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible they will be charged to operations when that determination is made.
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 periodically issue shares of our common stock to non-employees in exchange for goods and services. We account for stock issued to non-employees in accordance with ASC 505-50, Equity
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, accrued liabilities, and notes payable approximate fair value given their short term nature or effective interest rates. 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 Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers 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. Inventory costing is accounted using last in first out. The Company only orders inventory once a sales invoice is obtained. Inventory. Derivative Instruments In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. As of December 31, 2018 and 2017 there were no derivative liabilities.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Schedule of Cash	At December 31, 2018 and 2017, the Company’s cash consisted of the following: December 31, 2018 2017 Checking Account $ 28,788 $ 12,220 Cash on Hand 605 2,105 Total Cash $ 29,393 $ 14,325

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	12 Months Ended
	Dec. 31, 2018
Prepaid Expense, Current [Abstract]
Schedule of Prepaid Expenses	Prepaid expenses consist of the following at December 31, 2018 and 2017: December 31, 2018 2017 Filing Fees $ –– $ 2,083 Total Prepaid Expenses $ –– $ 2,083

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Schedule of Cash and Cash Equivalents) (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Checking Account	$ 28,788	$ 12,220
Cash on Hand	605	2,105
Total Cash	$ 29,392	$ 14,325	$ 14,325

Prepaid Expenses (Schedule of P

Prepaid Expenses (Schedule of Prepaid Expenses) (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Prepaid Expense, Current [Abstract]
Filing Fees		$ 2,083
Total Prepaid Expenses		$ 2,083

Related Party Transactions (Det

Related Party Transactions (Details) - Majority Shareholder [Member] - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Expenses	$ 77,533	$ 25,898
Additional paid in capital contributed	$ 77,533	$ 25,898

Stock (Details)

Stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 05, 2017
Stockholders' Equity Note [Abstract]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized (in Shares)	100,000,000	100,000,000	50,000,000
Preferred Stock, issued (in Shares)	0	0
Preferred Stock, outstanding (in Shares)	0	0
Common Stock, par value (in Dollars per Share)	$ 0.001	$ 0.001
Common Stock, shares authorized (in Shares)	900,000,000	900,000,000
Common Stock, shares issued (in Shares)	76,308,587	76,295,171
Common Stock, shares outstanding (in Shares)	76,308,587	76,295,171
Shares issued in exchange for product payment	13,416	188,000
Proceeds from exchange for product payment	$ 11,808	$ 11,280
Loss on Liability Settlement	$ 998

Concentrations (Details)

Concentrations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Product Information [Line Items]
Concentration Risk	$ 16,310	$ 4,500
Customer [Member]
Product Information [Line Items]
Concentration Risk	16,310
Vendor [Member]
Product Information [Line Items]
Concentration Risk	$ 11,645

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax expense
Effective income tax rate (as a percent)	0.00%	0.00%
Income tax benefit	$ 18,300	$ 6,600
Net operating loss	67,700
Deferred tax asset	$ 18,300

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 23, 2019	Dec. 31, 2018	Dec. 31, 2017
Subsequent Event [Line Items]
Payables to vendor's bills		$ 11,807	$ 11,280
Subsequent Event [Member] | Board of Directors [Member]
Subsequent Event [Line Items]
Payables to vendor's bills	$ 4,080
Stock issued	4,626