10-Q: BioForce Nanosciences Reports Q3 2025 Loss, Zero Revenue

BioForce Nanosciences Holdings, Inc. reported a significant net loss for the nine months ended September 30, 2025, with no revenue generated from its nutritional supplement business.

Summary

• Reported a net loss of $115,915 for the three months ended September 30, 2025, and $1,173,346 for the nine months ended September 30, 2025.
• Generated no sales revenue for both the three and nine months ended September 30, 2025 and 2024.
• Incurred a loss on liability settlement of $801,193 during the nine months ended September 30, 2025, due to issuing 4,250,000 common shares to settle $2,173,000 in accrued compensation and amounts due to a director.
• Cash balance stood at $784 as of September 30, 2025, down from $862 at December 31, 2024.
• Total liabilities decreased to $500,722 from $2,302,454, primarily due to the settlement of accrued board compensation and related party debt through stock issuance.
• Management identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and a lack of review in the financial reporting process.
• The company's ability to continue as a going concern is in substantial doubt due to recurring losses and insufficient cash.

Sentiment

Score: 1

Explanation: The company reported zero revenue, a substantial net loss, critically low cash, and significant internal control weaknesses, all while expressing substantial doubt about its ability to continue as a going concern. These factors indicate an extremely poor financial and operational state.

Positives

• Total liabilities significantly decreased from $2,302,454 at December 31, 2024, to $500,722 at September 30, 2025, primarily through the issuance of common stock to settle accrued compensation and related party debt.
• Stockholders' Deficit improved from $(2,301,592) at December 31, 2024, to $(499,938) at September 30, 2025.
• Operating expenses for the three months ended September 30, 2025, decreased to $115,915 from $122,024 in the prior year, attributed to lower General and Administrative Expenses.
• The company operates out of a related party's offices at no cost and receives other services at no cost, except for specific fees.
• The company has a Supplier Agreement with its private label manufacturer that includes consignment terms, meaning it only pays for product when sold.

Negatives

• No sales revenue generated for the three and nine months ended September 30, 2025, and 2024.
• Reported a significant net loss of $1,173,346 for the nine months ended September 30, 2025, a substantial increase from $367,277 in the prior year, largely due to an $801,193 loss on liability settlement.
• Cash balance is critically low at $784 as of September 30, 2025.
• Net cash used in operating activities increased to $54,229 for the nine months ended September 30, 2025, from $46,415 in the prior year.
• Accumulated deficit reached $162,293,512 as of September 30, 2025.
• Working capital deficit of $499,938 as of September 30, 2025.
• Disclosure controls and procedures were deemed not effective as of September 30, 2025.
• Material weaknesses in internal control over financial reporting were identified, including inadequate segregation of duties and a lack of review in the financial reporting process.

Risks

• Substantial doubt about the company's ability to continue as a going concern due to recurring losses, net current liabilities, and an accumulated deficit.
• Inability to generate significant revenues to support daily operations and implement its business plan.
• Dependence on additional financing to meet continuing obligations and attain profitability, with no assurance of obtaining such financing.
• Material weaknesses in internal control over financial reporting, including inadequate segregation of duties and a lack of review in the financial reporting process, which could lead to material misstatements in financial statements.
• Reliance on related parties for funding and operational support, which could pose conflicts of interest or sustainability issues if related party support ceases.
• The company's business model for nutritional supplements is still in the process of establishing a dynamic marketing campaign and achieving brand awareness, indicating uncertainty in market penetration and sales growth.
• The distributor owns the rights to the formula for the BioForce Eclipse product, potentially limiting the company's control or ability to source more cost-effectively.

Future Outlook

The company aims to become a leading provider of vitamin, mineral, and nutritional supplements, powders, and beverages. It plans to expand marketing efforts with a direct marketing and B2B sales campaign, targeting retailers, sporting goods stores, supermarkets, mass merchandisers, and online platforms throughout the United States. The company also intends to advance its social media platform with direct online and targeted advertisements. Management believes current actions to implement the business plan and generate revenues, along with the ability to raise additional funds, provide an opportunity to continue as a going concern, though no assurances can be given.

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.
• During the nine months ended September 30, 2025 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.
• Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan.
• 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 operates in the highly competitive nutritional supplement market, aiming to provide vitamins, minerals, and other health-promoting products. This market is characterized by numerous direct outlets including grocery stores, pharmacies, and online platforms, and is subject to FDA regulations regarding product fitness for consumption, though pre-clearance like drugs is not required. The company's strategy of private labeling and consignment terms with its manufacturer suggests a lean operational model, but its current lack of revenue and significant accumulated deficit indicate it is far from establishing a competitive foothold or achieving brand awareness in this crowded space. The reliance on related party funding and services also highlights its nascent stage compared to established industry players.

Comparison to Industry Standards

• The company's complete lack of sales revenue ($0) for the reported periods stands in stark contrast to established nutritional supplement companies like GNC, Vitamin Shoppe, or even smaller, growing direct-to-consumer brands, which typically report significant and growing sales.
• Its minimal cash balance of $784 and substantial accumulated deficit of over $162 million are far below industry benchmarks for operational stability and financial health, indicating a pre-revenue or distressed startup phase rather than a functioning business.
• The reliance on related party loans and stock issuance to cover operational expenses and settle liabilities is not a sustainable business practice seen in healthy, publicly traded companies in the sector.
• The identified material weaknesses in internal controls, including inadequate segregation of duties, fall significantly short of corporate governance standards expected of public companies, regardless of size, and are a red flag for investors.

Corporate Governance

Related Party Transactions

• Yes International Inc., controlled by Director Richard Kaiser, provides services at no cost, except for press release wire services and filing fees ($900 for Q3 2025, $2,680 for 9 months 2025).
• The company operates out of Yes International Inc. offices at no cost.
• Two board directors paid company expenses totaling $3,152 during the nine months ended September 30, 2025.
• Mr. Merle Ferguson was issued 4,250,000 shares of common stock on January 27, 2025, to reimburse him for $2,173,000 in accrued compensation and amounts due.
• Mr. Richard Kaiser allowed Mr. Ferguson to assume $22,154 of his accrued liabilities.
• Mr. Ferguson loaned $51,000 to the company during the nine months ended September 30, 2025.
• Due to related parties decreased from $274,101 at December 31, 2024, to $68,213 at September 30, 2025.
• A related party deposited $10,000 into the company's bank account on November 10, 2025, to cover professional fees and other operational expenses.

Stakeholder Impact

• Shareholders face significant dilution from stock issuance to settle liabilities, and substantial risk to investment value due to ongoing losses, zero revenue, and 'going concern' doubt.
• Creditors face high risk of default on remaining obligations given the company's critically low cash and lack of operational income, despite some liability reduction through stock issuance.
• Management and Directors are highly exposed, having paid company expenses through loans and settled compensation with stock, indicating personal financial reliance on the company's future.
• Suppliers may face risks if the company's financial instability impacts its ability to pay for products, although current consignment terms mitigate some immediate risk.
• Customers may experience uncertainty regarding product availability and company longevity due to the severe financial distress and 'going concern' issues.

Next Steps

• Implement the company's business plan to expand sales and generate revenues for its nutritional supplement products.
• Establish a dynamic marketing campaign to achieve brand awareness.
• Expand marketing efforts with direct marketing and B2B sales campaigns.
• Approach retail stores, health food stores, sporting goods stores, grocery stores, pharmacies, and online platforms to create vendor relationships.
• Advance social media platforms with direct online and targeted advertisements.
• Evaluate opportunities to source products more cost-effectively without diminished quality.
• Address and remediate identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and lack of review.
• Seek additional financing to meet continuing obligations and attain profitability.
• Management intends to redomicile the Nevada corporation into a Wyoming corporation.
• Continue due diligence and execution of a definitive agreement for the MOU with Element Global, Inc. (Utah Corporation).

Key Dates

Recommendation

The company has zero revenue, a substantial net loss, critically low cash, and significant internal control deficiencies. It explicitly states 'substantial doubt as to the Company's ability to continue as a going concern' and relies on related party loans to cover expenses. The issuance of shares to settle liabilities, while reducing debt, resulted in a significant loss and dilution. These factors indicate extreme financial distress and a high probability of further value erosion or cessation of operations, making it a strong sell for any existing holders and a clear avoidance for new investors.

Keywords

Nutritional Supplements, Vitamins, Minerals, Health and Wellness, SEC Filing, 10-Q Report, BioForce Eclipse, Going Concern, Financial Results, Quarterly Report, Small Cap, Micro Cap, OTC Markets