BioForce Nanosciences (BFNH) 10-Q 4 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Document And Entity Information
Entity Registrant Name	BIOFORCE NANOSCIENCES HOLDINGS, INC.
Entity Central Index Key	0001310488
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
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 Common Stock, Shares Outstanding		15,271,755
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation State Code	NV
Entity File Number	000-51074

BALANCE SHEETS - UNAUDITED

BALANCE SHEETS - UNAUDITED - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 46,865	$ 52,895
Prepaid Expenses	4,500	6,000
Total Current Assets	51,365	58,895
Total Assets	51,365	58,895
Current Liabilities
Accounts Payable and Accrued Expenses	782	10,248
Accrued Board of Directors Compensation	9,690
Due to Related Parties	33,604
Stock Payable		1,339
Total Current Liabilities	44,076	11,587
Total Liabilities	44,076	11,587
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, 15,271,755 and 15,270,588 Issued and Outstanding, Respectively	15,272	15,271
Additional Paid-In-Capital	158,793,127	793,789
Accumulated Deficit	(158,803,110)	(761,752)
Total Stockholders' Equity	7,289	47,308
Total Liabilities and Stockholders' Equity	51,365	58,895
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred Stock - $0.001 Par; 90,000,000 Shares Authorized, -0- Issued	$ 2,000

BALANCE SHEETS - UNAUDITED (Par

BALANCE SHEETS - UNAUDITED (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
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)	15,271,755	15,270,588
Common Stock, shares outstanding (in Shares)	15,271,755	15,270,588
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)	2,000,000	0
Preferred Stock, outstanding (in Shares)	2,000,000	0

STATEMENTS OF OPERATIONS - UNAU

STATEMENTS OF OPERATIONS - UNAUDITED - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Sales		$ 5,850
Cost of Sales		4,160
Gross Profit		1,690
Operating Expenses
Board of Directors Compensation	158,009,690
General and Administrative	31,668	14,542
Total Expenses	158,041,358	14,542
Loss Before Income Tax Expense	(158,041,358)	(12,852)
Income Tax Expense
Net Loss for the Period	$ (158,041,358)	$ (12,852)
Weighted Average Number of Common Shares - Basic and Diluted	15,271,047	15,262,406
Net Loss for the Period Per Common Shares - Basic and Diluted	$ (10.35)	$ 0

STATEMENTS OF CASH FLOWS - UNAU

STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows from Operating Activities
Net Loss for the Period	$ (158,041,358)	$ (12,852)
Non-Cash Adjustments:
Preferred Stock Issued for Current Year Board of Directors Compensation	158,000,000
Changes in Assets and Liabilities:
Accounts Receivable		(115)
Prepaid Expenses	1,500
Accounts Payable and Accrued Expenses	(9,466)	5,532
Accrued Board of Directors Compensation	9,690
Net Cash Flows Used In Operating Activities	(39,634)	(7,435)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Due to Related Parties	33,604
Capital Contributions - Directors		13,163
Net Cash Flows Provided by Financing Activities	33,604	13,163
Net Change in Cash	(6,030)	5,728
Cash - Beginning of Period	52,895	29,392
Cash - End of Period	46,865	35,120
Cash Paid During the Period for:
Interest
Income Taxes
Supplemental Disclosures of Non Cash Investing and Financing Activities:
Common Stock Issued to Pay Accounts Payable	$ 1,339	$ 4,080

STATEMENTS OF STOCKHOLDERS' EQU

STATEMENTS OF STOCKHOLDERS' EQUITY - UNAUDITED - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2018	$ 15,262		$ 729,756	$ (715,214)	$ 29,804
Beginning balance, shares at Dec. 31, 2018	15,261,718
Capital Contributions - Directors			13,163		13,163
Common Stock Issued for Product Payment - Stock Payable	$ 1		4,079		4,080
Common Stock Issued for Product Payment - Stock Payable, shares	925
Net Loss for the Period				(12,852)	(12,852)
Ending balance at Mar. 31, 2019	$ 15,263		746,998	(728,066)	34,195
Ending balance, shares at Mar. 31, 2019	15,262,643
Beginning balance at Dec. 31, 2019	$ 15,271		793,789	(761,752)	$ 47,308
Beginning balance, shares at Dec. 31, 2019	15,270,588				15,270,588
Common Stock Issued for Product Payment - Stock Payable	$ 1		1,338		$ 1,339
Common Stock Issued for Product Payment - Stock Payable, shares	1,167
Preferred Shares Issued for Services		$ 2,000	157,998,000		158,000,000
Preferred Shares Issued for Services, shares		2,000,000
Net Loss for the Period				(158,041,358)	(158,041,358)
Ending balance at Mar. 31, 2020	$ 15,272	$ 2,000	$ 158,793,127	$ (158,803,110)	$ 7,289
Ending balance, shares at Mar. 31, 2020	15,271,755	2,000,000			15,271,755

Organization & Description of B

Organization & Description of Business	3 Months Ended
	Mar. 31, 2020
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	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed balance sheet at March 31, 2020, has been derived from audited financial statements and the unaudited condensed financial statements as of March 31, 2020 and 2019, 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, 2019 (the “2019 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 a fair financial statements presentation. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results of operations expected for the year ending December 31, 2020. 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 March 31, 2020 and December 31, 2019, the Company’s cash consisted of the following: March 31, December 31, 2020 2019 Checking Account $ 46,260 $ 52,290 Cash on Hand 605 605 Total Cash $ 46,865 $ 52,895 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 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.

Recently Issued Accounting Stan

Recently Issued Accounting Standards	3 Months Ended
	Mar. 31, 2020
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	3 Months Ended
	Mar. 31, 2020
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 March 31, 2020 and December 31, 2019. 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	3 Months Ended
	Mar. 31, 2020
Prepaid Expense, Current [Abstract]
Prepaid Expenses	NOTE 5 – Prepaid Expenses Prepaid expenses consist of the following at March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 Consulting Fees $ 4,500 $ –– Audit Fees –– 6,000 Total Prepaid Expenses $ 4,500 $ 6,000

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
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 three months ended March 31, 2020 and 2019, two (2) board of directors paid all expenses of the Company in the amount of $33,604 and $13,163, respectively. Due to related parties was $33,604 at March 31, 2020. The amount paid during the three months ended March 31, 2019 will not be reimbursed therefore, additional paid in capital was increased by $13,163 for the three months ended March 31, 2019.

Stock

Stock	3 Months Ended
	Mar. 31, 2020
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. Preferred shares can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At March 31, 2020 and December 31, 2019 there were 2,000,000 and -0- Series 'A' Preferred shares issued and outstanding, respectively. During the three months ended March 31, 2020, 2,000,000 shares were issued to two (2) of the board of directors for compensation in the amount of $158,000,000. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date, multiplied by the conversion rate to common. Common Stock Common stock consists of 900,000,000 shares authorized at $0.001 par value. On November 25, 2019 the board of directors approved a 5 to 1 reverse split. The reverse has been retrospectively accounted for at January 1, 2019 in the statements of changes in stockholders’ equity. At March 31, 2020 and December 31, 2019 there were 15,271,755 and 15,270,588 shares issued and outstanding, respectively. During the three months ended March 31, 2020, the Company issued 1,167 shares of common stock in exchange for product payment that was recorded in stock payable in the amount of $1,339 at December 31, 2019. 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 three months ended March 31, 2019, the Company issued 925 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $4,080. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 – Commitments and Contingencies The Company has no commitments and contingencies.

Risks and Uncertainties

Risks and Uncertainties	3 Months Ended
	Mar. 31, 2020
Risks and Uncertainties [Abstract]
Risks and Uncertainties	NOTE 9 – Risks and Uncertainties For the three months ended March 31, 2019 the Company’s sales were with one (1) customer and amounted to $5,850. For the three months ended March 31, 2019, the Company’s purchases were with one (1) vendor and amounted to $4,160.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 – Subsequent Events Coronavirus Impact (COVID-19) Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets. We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed balance sheet at March 31, 2020, has been derived from audited financial statements and the unaudited condensed financial statements as of March 31, 2020 and 2019, 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, 2019 (the “2019 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 a fair financial statements presentation. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results of operations expected for the year ending December 31, 2020.
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 March 31, 2020 and December 31, 2019, the Company’s cash consisted of the following: March 31, December 31, 2020 2019 Checking Account $ 46,260 $ 52,290 Cash on Hand 605 605 Total Cash $ 46,865 $ 52,895
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 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of Cash	At March 31, 2020 and December 31, 2019, the Company’s cash consisted of the following: March 31, December 31, 2020 2019 Checking Account $ 46,260 $ 52,290 Cash on Hand 605 605 Total Cash $ 46,865 $ 52,895

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	3 Months Ended
	Mar. 31, 2020
Prepaid Expense, Current [Abstract]
Schedule of Prepaid Expenses	Prepaid expenses consist of the following at March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 Consulting Fees $ 4,500 $ –– Audit Fees –– 6,000 Total Prepaid Expenses $ 4,500 $ 6,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Schedule of Cash and Cash Equivalents) (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Checking Account	$ 46,260	$ 52,290
Cash on Hand	605	605
Total Cash	$ 46,865	$ 52,895	$ 35,120	$ 29,392

Prepaid Expenses (Schedule of P

Prepaid Expenses (Schedule of Prepaid Expenses) (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Prepaid Expense, Current [Abstract]
Consulting Fees	$ 4,500
Audit Fees		6,000
Total Prepaid Expenses	$ 4,500	$ 6,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Related Party Transaction [Line Items]
Due to related parties	$ 33,604
Two board of directors [Member]
Related Party Transaction [Line Items]
Expenses	33,604	$ 13,163
Due to related parties	$ 33,604
Additional paid in capital contributed		$ 13,163

Stock (Details)

Stock (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Class of Stock [Line Items]
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)	15,271,755		15,270,588
Common Stock, shares outstanding (in Shares)	15,271,755		15,270,588
Shares issued in exchange for product payment	1,167	925
Proceeds from exchange for product payment		$ 4,080	$ 1,339
Preferred Shares Issued for Services	$ 158,000,000
Two board of directors [Member]
Class of Stock [Line Items]
Preferred Shares Issued for Services	$ 158,000,000
Preferred Shares Issued for Services, shares	2,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
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)	2,000,000		0
Preferred Stock, outstanding (in Shares)	2,000,000		0

Risks and Uncertainties (Detail

Risks and Uncertainties (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Product Information [Line Items]
Risks and Uncertainties		$ 5,850
Customer [Member]
Product Information [Line Items]
Risks and Uncertainties		5,850
Vendor [Member]
Product Information [Line Items]
Risks and Uncertainties		$ 4,160