Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings "Special Note Regarding Forward-Looking Statements."

Unless the context otherwise suggests, "we," "our," "us," and similar terms, as well as references to "BFNH" and "BioForce Nanosciences Holdings," all refer to the "Company".

The Company's mission is to become a leading provider of natural vitamins, minerals and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for active individuals in all age ranges.

For a complete discussion of our former businesses, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC.

Going Concern

On December 31, 2025, we had total assets of $786 and total liabilities of $618,522. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing. If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities, if any, or respond to competitive pressures or unanticipated requirements. If we do not obtain sufficient capital, we will not be able to continue operations.

As of December 31, 2025, BioForce had an accumulated deficit of $162,411,310 which included a net loss of $1,291,144. Also, during the year ended December 31 2025, we used net cash of $65,074 for operating activities. These factors raise substantial doubt about our ability to continue as a going concern.

While we are attempting to generate revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our debt or equity securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for BioForce to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful.

Our ability to continue as a going concern is dependent upon our capability to raise additional funds and to further implement our business plan and generate revenues.

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024.

Revenues for the Company's year ended December 31, 2025 and December 31, 2024 totaled $-0- from the sales of its vitamin supplements.

Cost of Goods Sold for the year ended December 31, 2025 and December 31, 2024 totaled $-0- . Company had -0- unit sales of the "BioForce Eclipse" supplement product in 2025 and 2024.

Gross margins for year ended December 2025 and 2024 was $-0- due to -0- units sold of the "BioForce Eclipse" supplement product.

Gross profit for the year ended December 31, 2025 and 2024 was $-0- due to -0- sales of the Company's vitamin supplement product.

General and Administrative expenses for the year ended December 31, 2025 totaled $66,951 compared to $67,437 for December 31, 2024, primarily due to decrease in professional service fees.

Total Expense for the year ending December 31, 2025 was $489,951 compared to $490,437 for year ending December 31, 2024, the decrease was from lower General and Administrative fees in 2025.

Net Loss

Net loss for the years ended December 31, 2025 and 2024 were $1,291,951 and $490,437, respectively. The increase in loss was due to loss on liability settlement of $801,193.

Liquidity and Capital Resources:

As of December 31, 2025, our assets totaled $786 in cash. The Company's total liabilities were $619,329 which consisted of accounts payable and accrued expenses, accrued board of directors' compensation and amounts due to related parties. As of December 31, 2025, the Company had an accumulated deficit of $162,412,117 and working capital deficit of $618,543.

For the year ended December 31, 2025, net cash used in operations of $65,150 was the result of a net loss of $1,291,951, from a loss on liability settlement of $802,000, a decrease in accounts payable and accrued expenses of $3,000 and from a decrease in accrued board of directors compensation of $421,801.

For the year ended December 31, 2024, net cash used in operations of $61,250 was the result of a net loss of $490,437, from an increase in accounts payable and accrued expenses of $6,187 and from accrued board of directors compensation of $423,000.

The Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. 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. For the next 12 months the Company has an oral commitment from its Chairman, Merle Ferguson, to advance funds as necessary to meeting our operating requirement.

Investing Activities

Net cash used in investing activities was $0 for both calendar years ended December 31, 2025, and 2024.

Cash from Financing Activities

Net cash provided by financing activities was $65,074 for year ended December 31, 2025, and was $61,474 for year ended December 31, 2024.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is 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: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

We adopted this ASC on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.

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, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company 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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.