10-Q: BioForce Nanosciences Holdings Reports Q1 2025 Results: No Revenue, Significant Net Loss Due to Liability Settlement

BioForce Nanosciences Holdings reports no sales revenue and a substantial net loss for the quarter ended March 31, 2025, primarily due to a loss on liability settlement.

Summary

• BioForce Nanosciences Holdings, Inc. reported its financial results for the quarter ended March 31, 2025.
• The company recorded no sales revenue for both the three months ended March 31, 2025 and 2024.
• The net loss for the quarter ended March 31, 2025, was $934,650, compared to a net loss of $130,813 for the same period in 2024.
• The significant increase in net loss was primarily due to a loss on liability settlement of $801,193 related to the issuance of shares to pay accrued officer and director fees.
• Operating expenses for the quarter totaled $133,457, slightly higher than the $130,813 reported for the same period in the previous year.
• As of March 31, 2025, the company's assets totaled $13,799, consisting of cash, while total liabilities were $275,041.
• The company had an accumulated deficit of $162,054,816 and a working capital deficit of $261,242 as of March 31, 2025.
• The company's management acknowledges the need for additional capital to implement its business plan and continue operations.
• There is substantial doubt about the company's ability to continue as a going concern without raising additional working capital.
• The company issued 4,250,000 restricted shares of common stock to settle $2,173,000 in accrued officer and director fees, resulting in a loss on liability settlement.

Sentiment

Score: 2

Explanation: The document presents a highly negative outlook due to the lack of revenue, significant net loss, substantial accumulated deficit, and concerns about the company's ability to continue as a going concern. The reliance on related party transactions and the identified material weakness in internal control further contribute to the negative sentiment.

Positives

• The company's cash position increased from $862 to $13,799 during the quarter.
• Related parties provided $28,152 in financing during the quarter.
• The company is working on establishing a dynamic marketing campaign to achieve brand awareness and drive business growth.

Negatives

• The company reported no sales revenue for the quarter.
• The company experienced a significant net loss of $934,650.
• The company has a substantial accumulated deficit of $162,054,816.
• The company has a working capital deficit of $261,242.
• The company's auditors have raised concerns about its ability to continue as a going concern.
• The company's disclosure controls and procedures were not effective as of March 31, 2025.

Risks

• The company's ability to continue as a going concern is dependent on its ability to raise additional capital and generate revenues.
• The company's lack of revenue and significant accumulated deficit pose a substantial risk to its financial stability.
• The company's reliance on related parties for financing may not be sustainable in the long term.
• The company's internal control over financial reporting is not effective, which could lead to misstatements in its financial statements.
• The company's success depends on its ability to effectively market its products and establish vendor relationships with retailers.

Future Outlook

The company plans to expand its marketing efforts with a direct marketing and B2B sales campaign, with the eventual expectation to expand throughout the entire United States, but its ability to continue as a going concern is dependent on its ability to raise additional capital and generate revenues.

Management Comments

• 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.
• Management intends to redomicile BioForce Nanosciences Holdings, Inc., a Nevada corporation, into a Wyoming corporation using its wholly-owned BioForce Nanosciences Holdings, Inc., a Wyoming corporation as the entity for the redomicile corporate action.

Industry Context

The company is attempting to establish itself in the competitive nutritional supplements market, facing established players and the need for effective marketing and distribution strategies. The company's current reliance on private labeling and consignment terms suggests a limited control over its supply chain and product development.

Comparison to Industry Standards

• Given the lack of revenue, it's difficult to compare BioForce Nanosciences to industry standards.
• Companies like Herbalife, Nu Skin, and Amway, which operate in the nutritional supplement MLM space, have significant revenue streams and established distribution networks.
• Even smaller players in the direct-to-consumer supplement market typically have some level of sales, making BioForce's zero revenue a significant outlier.
• The company's negative equity and reliance on related party funding are also atypical compared to publicly traded companies in the health and wellness sector.

Related Party Transactions

• The Company utilizes the services of Yes International Inc., which is controlled by Mr. Richard Kaiser who is a member of the Board of Directors.
• During the three months ended March 31, 2025 and 2024, two board of directors paid expenses of the Company in the amount of $ 3,152 and $ 17,583 , respectively.
• During the three months ended March 31, 2025, Mr. Merle Ferguson was issued 4,250,000 shares of common stock to reimburse him for accrued compensation and amounts due him totaling $ 2,173,000 .
• Mr. Richard Kaiser allowed Mr. Ferguson to assume $ 22,154 of his accrued liabilities.
• Mr. Ferguson also loaned $ 25,000 to the Company during the three months ended March 31, 2025.
• A related party on May 1, 2025, advanced to the Company $ 15,000 for operational and professional service expenses.

Stakeholder Impact

• Shareholders face significant risk due to the company's financial instability and going concern uncertainty.
• Employees' job security is uncertain due to the company's financial difficulties.
• Customers may be affected if the company is unable to continue providing its products.
• Suppliers and creditors face the risk of non-payment due to the company's financial struggles.

Next Steps

• The company plans to expand marketing efforts with a direct marketing and B2B sales campaign.
• The company will approach retail stores, including health food and sporting goods stores, to create vendor relationships.
• The company will continue to try to advance its social media platform with direct online and targeted advertisements.
• Management intends to redomicile BioForce Nanosciences Holdings, Inc., a Nevada corporation, into a Wyoming corporation.

Key Dates

Keywords

financial statements, quarterly report, net loss, revenue, going concern, BioForce Nanosciences, nutritional supplements, accumulated deficit, working capital, related party transactions