BioForce Nanosciences (BFNH) 10-K 4 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 02, 2020	Sep. 30, 2019
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, 2019
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			$ 0
Entity Common Stock, Shares Outstanding		15,271,753
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity File Number	000-51074

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current Assets
Cash	$ 52,895	$ 29,392
Accounts Receivable		5,735
Prepaid Expenses	6,000
Total Current Assets	58,895	35,127
Total Assets	58,895	35,127
Current Liabilities
Accounts Payable and Accrued Expenses	10,248	5,323
Stock Payable	1,339
Total Current Liabilities	11,587	5,323
Total Liabilities	11,587	5,323
Commitments and Contingencies (Note 8)
Stockholders' Equity
Preferred Stock - $0.001 Par; 90,000,000 Shares Authorized, -0- Issued
Common Stock - $0.001 Par; 900,000,000 Shares Authorized, 15,270,588 and 15,261,717 Issued and Outstanding, Respectively	15,271	15,262
Additional Paid-In-Capital	793,789	729,756
Accumulated Deficit	(761,752)	(715,214)
Total Stockholders' Equity	47,308	29,804
Total Liabilities and Stockholders' Equity	58,895	35,127
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred Stock - $0.001 Par; 90,000,000 Shares Authorized, -0- Issued

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized (in Shares)	90,000,000	90,000,000
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)	15,270,588	15,261,717
Common Stock, shares outstanding (in Shares)	15,270,588	15,261,717
Series A Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized (in Shares)	10,000,000	10,000,000
Preferred Stock, issued (in Shares)	0	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Sales	$ 17,775	$ 16,310
Cost of Sales	13,415	11,645
Gross Profit	4,360	4,665
Operating Expenses
General and Administrative	50,898	71,405
Loss from Operations Before Loss on Liability Settlement	(46,538)	(66,740)
Loss on Liability Settlement		998
Loss Before Income Tax Expense	(46,538)	(67,738)
Income Tax Expense	0	0
Net Loss	$ (46,538)	$ (67,738)
Weighted Average Number of Common Shares - Basic and Diluted	15,264,706	15,260,050
Net Loss Per Common Shares - Basic and Diluted	$ 0	$ 0

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities
Net Loss	$ (46,538)	$ (67,738)
Non-Cash Adjustments:
Loss on Liability Settlement		998
Common Stock Issued for Product Payment	16,156	11,807
Changes in Assets and Liabilities:
Accounts Receivable	5,735	(1,235)
Prepaid Expenses	(6,000)	2,083
Accounts Payable and Accrued Expenses	4,925	(8,381)
Stock Payable	1,339
Net Cash Flows Used In Operating Activities	(24,383)	(62,466)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Capital Contributions - Directors	47,886	77,533
Net Change in Cash	23,503	15,067
Cash - Beginning of Year	29,392	14,325
Cash - End of Year	52,895	29,392
Cash Paid During the Year for:
Interest
Income Taxes

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2017	$ 15,259	$ 640,419	$ (647,476)	$ 8,202
Beginning balance, shares at Dec. 31, 2017	15,259,035
Capital Contributions - Directors		77,533		77,533
Common Stock Issued for Product Payment	$ 3	11,804		11,807
Common Stock Issued for Product Payment, shares	2,683
Net Loss			(67,738)	(67,738)
Ending balance at Dec. 31, 2018	$ 15,262	729,756	(715,214)	$ 29,804
Ending balance, shares at Dec. 31, 2018	15,261,718			15,261,717
Capital Contributions - Directors		47,886		$ 47,886
Common Stock Issued for Product Payment	$ 9	16,147		16,156
Common Stock Issued for Product Payment, shares	8,870
Net Loss			(46,538)	(46,538)
Ending balance at Dec. 31, 2019	$ 15,271	$ 793,789	$ (761,752)	$ 47,308
Ending balance, shares at Dec. 31, 2019	15,270,588			15,270,588

Organization & Description of B

Organization & Description of Business	12 Months Ended
	Dec. 31, 2019
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, 2019
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, 2019 and 2018, the Company’s cash consisted of the following: December 31, 2019 2018 Checking Account $ 52,290 $ 28,787 Cash on Hand 605 605 Total Cash $ 52,895 $ 29,392 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 account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, 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 stock payable 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 Inventory is carried at the lower of cost or net realizable value, using last-in, first-out method of determining cost. The Company only orders inventory once a sales invoice is obtained. Inventory consists of finished goods of the “BioForce Eclipse” supplement, shipped from our private label. Reclassifications Certain prior period amounts in the accompanying unaudited financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported financial statements.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	12 Months Ended
	Dec. 31, 2019
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 the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2019
Going Concern [Abstract]
Going Concern	NOTE 4 – 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, 2019 and 2018. 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.

Prepaid Expenses

Prepaid Expenses	12 Months Ended
	Dec. 31, 2019
Prepaid Expense, Current [Abstract]
Prepaid Expenses	NOTE 5 – Prepaid Expenses Prepaid expenses consist of the following at December 31, 2019 and 2018: December 31, 2019 2018 Audit Fees $ 6,000 $ –– Total Prepaid Expenses $ 6,000 $ ––

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
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 years ended December 31, 2019 and 2018, two majority shareholders who are the CEO and CFO paid all expenses of the Company in the amount of $47,886 and $77,533, respectively. These amounts paid will not be reimbursed to the shareholder or the CFO; therefore, additional paid in capital was increased by $47,886 and $77,533, respectively for the years ended December 31, 2019 and 2018.

Stock

Stock	12 Months Ended
	Dec. 31, 2019
Stockholders' Equity Note [Abstract]
Stock	NOTE 7 – Stock Preferred Stock Preferred stock consists of 100,000,000 shares authorized at $0.001 par value. 10,000,000 of these preferred shares have been separately allocated to Series 'A' Preferred which have voting and conversion right of 1 to 100 common shares. At December 31, 2019 and, 2018 there were -0- shares issued and outstanding. Common Stock Common stock consists of 900,000,000 shares authorized at $0.001 par value. On November 25, 2019 the board of directors approved a one-for-five (1-for-5) reverse stock split. The reverse has been retrospectively accounted for at January 1, 2018 in the statements of changes in stockholders’ equity. At December 31, 2019 and December 31, 2018, there were 15,270,588 and 15,261,718 shares issued and outstanding, respectively. During the year ended December 31, 2019, the Company issued 8,870 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $16,156. 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 2,683 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $11,807. 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 account 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, 2019
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, 2019
Risks and Uncertainties [Abstract]
Concentrations	NOTE 9 – Concentrations For the year ended December 31, 2019 the Company’s sales were with one (1) customer and amounted to $17,775. For the year ended December 31, 2019, the Company’s purchases were with one (1) vendor and amounted to $13,415.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
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, 2019 and 2018 was $-0- due to the Company’s net loss. The effective income tax rate of 0% for the years ended December 31, 2019 and 2018 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, 2019, a tax benefit of approximately $12,555 would have been generated. For the year ended December 31, 2018 a tax benefit of approximately $18,300 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, 2019 the Company had net operating losses of approximately $114,200 that would result in a deferred tax asset of approximately $30,855. However, the Company has established a valuation allowance in full amount of the deferred tax asset due to the uncertainty of the utilization of operating losses in the future.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – Subsequent Events On February 20, 2020 the Company issued 1,072 restricted shares of common stock at $1.2495 per share based on the closing price of the Company's shares on February 20, 2020. The issuance was for product payment of the Company's "BioEclipse" Supplement and was record as stock payable in the amount of $1,339* *Adjustments to stock issuance accounts the one-for-five (1-for-5) reverse stock-split which became effective on February 28, 2020, all fractional share amounts after split round upwardly to next whole share; price per share adjusted based on the one-for-five (1-for-5) reverse split of common shares.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
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, 2019 and 2018, the Company’s cash consisted of the following: December 31, 2019 2018 Checking Account $ 52,290 $ 28,787 Cash on Hand 605 605 Total Cash $ 52,895 $ 29,392
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 account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation,
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 stock payable 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	Inventory Inventory is carried at the lower of cost or net realizable value, using last-in, first-out method of determining cost. The Company only orders inventory once a sales invoice is obtained. Inventory consists of finished goods of the “BioForce Eclipse” supplement, shipped from our private label.
Reclassifications	Reclassifications Certain prior period amounts in the accompanying unaudited financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedule of Cash	At December 31, 2019 and 2018, the Company’s cash consisted of the following: December 31, 2019 2018 Checking Account $ 52,290 $ 28,787 Cash on Hand 605 605 Total Cash $ 52,895 $ 29,392

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	12 Months Ended
	Dec. 31, 2019
Prepaid Expense, Current [Abstract]
Schedule of Prepaid Expenses	Prepaid expenses consist of the following at December 31, 2019 and 2018: December 31, 2019 2018 Audit Fees $ 6,000 $ –– Total Prepaid Expenses $ 6,000 $ ––

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Schedule of Cash and Cash Equivalents) (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Checking Account	$ 52,290	$ 28,787
Cash on Hand	605	605
Total Cash	$ 52,895	$ 29,392	$ 14,325

Prepaid Expenses (Schedule of P

Prepaid Expenses (Schedule of Prepaid Expenses) (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Prepaid Expense, Current [Abstract]
Audit Fees	$ 6,000
Total Prepaid Expenses	$ 6,000

Related Party Transactions (Det

Related Party Transactions (Details) - Majority Shareholder [Member] - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Expenses	$ 47,886	$ 77,533
Additional paid in capital contributed	$ 47,886	$ 77,533

Stock (Details)

Stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized (in Shares)	90,000,000	90,000,000
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)	15,270,588	15,261,717
Common Stock, shares outstanding (in Shares)	15,270,588	15,261,717
Shares issued in exchange for product payment	8,870	2,683
Proceeds from exchange for product payment	$ 16,156	$ 11,807
Loss on Liability Settlement		$ 998
Series A Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized (in Shares)	10,000,000	10,000,000
Preferred Stock, issued (in Shares)	0	0

Concentrations (Details)

Concentrations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Product Information [Line Items]
Concentration Risk	$ 17,775	$ 16,310
Customer [Member]
Product Information [Line Items]
Concentration Risk	17,775
Vendor [Member]
Product Information [Line Items]
Concentration Risk	$ 13,415

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0
Effective income tax rate (as a percent)	0.00%	0.00%
Income tax benefit	$ 12,555	$ 18,300
Net operating loss	114,200
Deferred tax asset	$ 30,855

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		1 Months Ended	12 Months Ended
		Feb. 20, 2020	Dec. 31, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Common stock per share			$ 0.001	$ 0.001
Stock Payable			$ (1,339)
Subsequent Event [Member] | BioEclipse [Member]
Subsequent Event [Line Items]
Restricted shares of common stock		1,072
Common stock per share		$ 1.2495
Stock Payable	[1]	$ 1,339
[1]	Adjustments to stock issuance accounts the one-for-five (1-for-5) reverse stock-split which became effective on February 28, 2020, all fractional share amounts after split round upwardly to next whole share; price per share adjusted based on the one-for-five (1-for-5) reverse split of common shares.