BioForce Nanosciences (BFNH) 10-Q/A 30 Jul 21 2021 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Jul. 29, 2021
Document And Entity Information
Entity Central Index Key	0001310488
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	true
Document Type	10-Q/A
Amendment description	Explanatory Note: The amendment No. 1 to FORM 10Q filed on July 29, 2021 is being filed to fix a technological error during the original filing of the iXBRL which had a code error whereas the majority of the Management Discussion, other items, and the exhibit sections where omitted during filing. The amendment here forth corrects the code error, accordingly. No other items have been corrected or changed with this amended filing.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	000-51074
Entity Registrant Name	BIOFORCE NANOSCIENCES HOLDINGS, INC.
Entity Incorporation State or Country Code	NV
Entity Tax Identification Number	74-3078125
Entity Address, Address Line One	2020 General Booth Blvd.
Entity Address, Address Line Two	Unit 230
Entity Address, City or Town	Virginia Beach
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23454
City Area Code	757
Local Phone Number	306-6090
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,271,755

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current Assets
Cash	$ 27,305	$ 39,865
Prepaid Expenses	100
Total Current Assets	27,405	39,865
Total Assets	27,405	39,865
Current Liabilities
Accounts Payable and Accrued Expenses	1,032	5,090
Accrued Board of Directors Compensation	539,017	327,517
Due to Related Parties	114,658	67,166
Total Current Liabilities	654,707	399,773
Total Liabilities	654,707	399,773
Stockholders' Deficit
Common Stock - $0.001 Par; 900,000,000 Shares Authorized, 29,271,755 Issued and Outstanding, Respectively	29,272	29,272
Additional Paid-In-Capital	158,781,127	158,781,127
Accumulated Deficit	(159,437,701)	(159,170,307)
Total Stockholders' Deficit	(627,302)	(359,908)
Total Liabilities and Stockholders' Deficit	$ 27,405	$ 39,865

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
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)	29,271,755	29,271,755
Common Stock, shares outstanding (in Shares)	29,271,755	29,271,755

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Sales
Cost of Sales
Gross Profit
Operating Expenses
Board of Directors Compensation	105,750	105,173	211,500	158,114,863
General and Administrative	16,565	21,537	55,894	53,205
Total Expenses	122,315	126,710	267,394	158,168,068
Net Loss for the Period	$ (122,315)	$ (126,710)	$ (267,394)	$ (158,168,068)
Weighted Average Number of Common Shares - Basic and Diluted	29,271,755	15,271,755	29,271,755	15,271,402
Net Loss for the Period Per Common Shares - Basic and Diluted	$ 0	$ 0	$ (0.01)	$ (10.36)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities
Net Loss for the Period	$ (267,394)	$ (158,168,068)
Non-Cash Adjustments:
Common and Preferred Stock Issued for Current Year Board of Directors Compensation		158,000,000
Changes in Assets and Liabilities:
Prepaid Expenses	(100)	3,047
Accounts Payable and Accrued Expenses	(4,058)	(10,248)
Accrued Board of Directors Compensation	211,500	114,863
Net Cash Flows Used In Operating Activities	(60,052)	(60,406)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Proceeds from Related Parties	47,492	47,376
Net Cash Flows Provided by Financing Activities	47,492	47,376
Net Change in Cash	(12,560)	(13,030)
Cash - Beginning of Period	39,865	52,895
Cash - End of Period	27,305	39,865
Cash Paid During the Period for:
Interest
Income Taxes
Supplemental Disclosures of Non Cash Investing and Financing Activities:
Common Stock Issued to Pay Stock Payable		$ 1,339

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - UNAUDITED - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2019	$ 15,271		$ 793,789	$ (761,752)	$ 47,308
Beginning balance, shares at Dec. 31, 2019	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				(158,168,068)	(158,168,068)
Ending balance at Jun. 30, 2020	$ 15,272	$ 2,000	158,793,127	(158,929,820)	(119,421)
Ending balance, shares at Jun. 30, 2020	15,271,755	2,000,000
Beginning balance at Mar. 31, 2020	$ 15,272	$ 2,000	158,793,127	(158,803,110)	7,289
Beginning balance, shares at Mar. 31, 2020	15,271,755	2,000,000
Net Loss for the Period				(126,710)	(126,710)
Ending balance at Jun. 30, 2020	$ 15,272	$ 2,000	158,793,127	(158,929,820)	(119,421)
Ending balance, shares at Jun. 30, 2020	15,271,755	2,000,000
Beginning balance at Dec. 31, 2020	$ 29,272		158,781,127	(159,170,307)	$ (359,908)
Beginning balance, shares at Dec. 31, 2020	29,271,755				29,271,755
Net Loss for the Period				(267,394)	$ (267,394)
Ending balance at Jun. 30, 2021	$ 29,272		158,781,127	(159,437,701)	$ (627,302)
Ending balance, shares at Jun. 30, 2021	29,271,755				29,271,755
Beginning balance at Mar. 31, 2021	$ 29,272		158,781,127	(159,315,386)	$ (504,987)
Beginning balance, shares at Mar. 31, 2021	29,271,755
Net Loss for the Period				(122,315)	(122,315)
Ending balance at Jun. 30, 2021	$ 29,272		$ 158,781,127	$ (159,437,701)	$ (627,302)
Ending balance, shares at Jun. 30, 2021	29,271,755				29,271,755

Organization & Description of B

Organization & Description of Business	6 Months Ended
	Jun. 30, 2021
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. On May 6, 2020, the Company purchased 100,000 shares of Element Acquisition Corporation for $1,000 which then became a 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. 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	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated balance sheet has been derived from the December 31, 2020 audited financial statements and the unaudited condensed consolidated financial statements as of June 30, 2021 and 2020, 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, 2020 (the “2020 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, 2021, are not necessarily indicative of the results of operations expected for the year ending December 31, 2021. Principles of Consolidation The consolidated financial statements include the accounts of Bioforce Nanosciences Holdings, Inc., and its wholly owned subsidiary, Bioforce Nanosciences Holdings, Inc., a Wyoming corporation, (the “Company”). All significant inter-company balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings (Loss) per Share Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share. -8- BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS NOTE 2 – Summary of Significant Accounting Policies - continued Stock-Based Compensation We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, 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 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	6 Months Ended
	Jun. 30, 2021
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	6 Months Ended
	Jun. 30, 2021
Going Concern [Abstract]
Going Concern	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, 2021 due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 – Related Party Transactions The Company’s Director, Secretary and Acting CFO, Richard Kaiser, is the operator of Yes International, a full-service investor relations firm. He handles duties of the Company regarding his officer capacities as the Secretary and Acting CFO, but also provides investor relations services through Yes International for the Company at no charge. During the six months ended June 30, 2021 and 2020, two board of directors paid expenses of the Company in the amount of $47,492 and $13,772, respectively. Due to related parties was $114,658 and $67,166 at June 30, 2021 and December 31, 2020, respectively.

Stock

Stock	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stock	NOTE 6 – Stock Preferred Stock Preferred stock consists of 100,000,000 shares authorized at $0.001 par value. 10,000,000 of these preferred shares have been separately allocated to Series A Preferred. Preferred stock can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At December 31, 2020 and 2019 there were -0- Series A Preferred shares issued and outstanding. On June 30, 2020, the Company issued two million shares of Series A preferred stock as compensation for their two board members. The preferred shares were valued at $158 million based on the market price of the Company’s common stock of $0.79 on the measurement date, given such preferred stock can be converted into 100 shares of common stock and has dividend and voting rights as though converted into common stock. On December 4, 2020, the two board of directors returned these 2,000,000 shares to be retired. In exchange the Company issued 14,000,000 common shares. Common Stock Common stock consists of 900,000,000 shares authorized at $0.001 par value. On November 25, 2019, the board of directors approved a 5 to 1 reverse split. At June 30, 2021 and December 31, 2020 there were 29,271,755 shares issued and outstanding, respectively. During the year ended December 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.

Risks and Uncertainties

Risks and Uncertainties	6 Months Ended
	Jun. 30, 2021
Risks and Uncertainties [Abstract]
Risks and Uncertainties	NOTE 7 – Risks and Uncertainties 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)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated balance sheet has been derived from the December 31, 2020 audited financial statements and the unaudited condensed consolidated financial statements as of June 30, 2021 and 2020, 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, 2020 (the “2020 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, 2021, are not necessarily indicative of the results of operations expected for the year ending December 31, 2021.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of Bioforce Nanosciences Holdings, Inc., and its wholly owned subsidiary, Bioforce Nanosciences Holdings, Inc., a Wyoming corporation, (the “Company”). All significant inter-company balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Earnings (Loss) per Share	Earnings (Loss) per Share Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share.
Stock-Based Compensation	Stock-Based Compensation We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation,
Fair Value of Financial Instruments	Fair Value of Financial Instruments The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximate fair value given their short-term nature or effective interest rates.
Revenue Recognition	Revenue Recognition The Company implemented ASC 606, Revenue from Contracts with Customers The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

Organization & Description of_2

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

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Due to related parties	$ 114,658		$ 67,166
Two board of directors [Member]
Related Party Transaction [Line Items]
Expenses	47,492	$ 13,772
Due to related parties	$ 114,658		$ 67,166

Stock (Details)

Stock (Details) - USD ($)	Dec. 04, 2020	Jun. 30, 2020	Jun. 30, 2020	Dec. 31, 2020	Jun. 30, 2021	Dec. 31, 2019
Class of Stock [Line Items]
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)				29,271,755	29,271,755
Common Stock, shares outstanding (in Shares)				29,271,755	29,271,755
Shares issued in exchange for product payment				1,167
Proceeds from exchange for product payment				$ 1,339
Preferred Shares Issued for Services			$ 158,000,000
Common stock per share					$ 0.79
Two board of directors [Member]
Class of Stock [Line Items]
Preferred Shares Issued for Services		$ 158
Preferred Shares Issued for Services, shares		2
Number of returned and cancelled shares	2,000,000
Number of shares issued	14,000,000
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)				0		0
Preferred Stock, outstanding (in Shares)				0		0