U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~☒ ANNUAL REPORT UNDER SECTION 13 OR 15~~ (d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~☒ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION ~~31,~~13 ~~2022~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Name of Small Business Issuer in its charter)

Nevada

000-51074

74-3078125

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2020 General Booth Blvd.

Suite 230

Virginia Beach, VA 23454

(Address of principal executive offices)

Registrant’s telephone number: (757) 306-6090

Registrant’s fax number: (757) 306-6092

Richard W. Jones, Esq.

Jones & Haley, P.C.

750 Hammond Drive, Building 12-100

Atlanta, Georgia 30328

(770) 804-0500

www.corplaw.net

Securities registered under Section 12(b) of the Act:

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Securities registered under Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

~~Securities~~ If securities are registered ~~under~~pursuant to Section 12(gb) of the Act:, indicate ~~Common~~by ~~Stock~~check ~~par~~mark ~~value~~whether $0the financial statements of the registrant included in the fi ling reflect the correction of an error to previously issued financial statements.~~001~~ ☐

Securities registered under Section 12(g) of the Act: Common Stock par value $0.001; Stock symbol: BFNH

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the 5,183,755 shares of common equity held by non-affiliates computed by reference to the average bid and ask price of $21.8045 per share of the registrant’s common stock (as reported on the OTCPINK operated by “The OTC Markets Group, Inc.”) at which the common equity was last sold as of the last business day of its most recently completed second fiscal quarter (June 30, ~~2022~~2023) was approximately $14,514,514.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At ~~March 27~~April 01, ~~2023~~2024 the registrant had outstanding 29,271,755 shares of common stock, par value $0.001 per share.

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Table of Contents

PART I
		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 2.	Property	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	78
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	8
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	1110
Item 8.	Financial Statements and Supplementary Data	1110
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1110
Item 9A.	Controls and Procedures	1110
Item 9B.	Other Information	1211
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	1413
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1615
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1716
Item 14.	Principal Accountant Fees and Services	1716
Item 15.	Exhibits, and Financial Statement Schedules	1817
	Signatures	1817

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K, should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized. Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K, as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I

For historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

ITEM 1. Business.

The Company

BioForce Nanosciences Holdings, Inc. (“BioForce” or the “Company”) was previously in the business of manufacturing nano-particular measurement devices and molecular printers, but due to a lack of profitability, the subsidiary of the company that owned that technology filed for bankruptcy. That subsidiary and related technology was later bought out of bankruptcy by an unrelated third party. Subsequently, new management came into the Company to pursue a better business model and now 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. The Company ~~private~~has provided private labels products with key distributors and manufacturing providers.

BioForce entered into the supplement business in or about 2015. These supplements, powders and beverages offer vitamins and minerals to complement a healthy intake of protein and carbohydrates for active individuals and participants in sports.

BioForce recently changed its business plan and it is in the process of establishing a dynamic marketing campaign to achieve brand awareness of its product offerings to drive business growth through sales of nutrition supplements to retailers, sporting goods retailers, supermarkets, mass merchandisers, and online. BioForce currently markets its products through social media and telemarketing. The Company plans to expand marketing efforts with a direct marketing and B2B (Business to Business) sales campaign, with the eventual expectation to expand throughout the entire United States.

The Company proactively seeks to expand its “BioForce Eclipse” nutritional powder for use into households throughout the U.S., and the Company will approach retail stores, including health food and sporting goods stores to create a vendor relationship. During this phase, the Company will continue to try to advance its social media platform with direct online and targeted advertisements to health conscience individuals.

Nutrition retailers, grocery stores, retail pharmacies, and online stores, like Amazon, will be important channels for the Company’s Eclipse product-lines. In The USA, there are thousands of direct outlets like grocery stores, pharmacies, hospitals, department stores, medical clinics, surgery clinics, universities, nursing homes, prisons, and other facilities which are all targets of potential sales of the vitamin and mineral supplemental products.

The Company plans to offer its products for direct sales on its website at www.bioforceeclipse.com.

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The approximate $3536.0 billion vitamin and supplement manufacturing industry grows on average 2.5% annually.

The Company will seek out retail sales opportunities with gyms, health clubs, and fitness centers with incentive base sales agreements based on volume of sales obtained.

Currently, the Company BioForce Eclipse, a private label brand powder supplements. The product is a mixture of amino acids, key vitamins, and other plant based proteins, essential to the physical well-being of the individual. Protein supplements are known to promote muscular growth, so athletes or others often take them as a dietary supplement to gain muscle mass.

Nutritional Products are made up of a wide range of products, which include supplements, meal replacement products, multivitamins, and convenience products. As these products have increased in popularity, more individuals have been attempting to get in optimal physical condition, wanting to use products that complement their lifestyles, exercise, or athletic regimen. BioForce’s Management is aware of other potential products and will continue to evaluate these potential markets and possible new products lines.

BioForce entered into a market that has some reputable players, but has limited leadership. BioForce will work to get the product available through most retail channels, so that customers will see both convenience in purchasing the product, and convenience over having to take numerous different supplements. After BioForce launches its products into the sports nutrition supplement industry, it is anticipated that there will be other firms that will work to offer similar products. This fact magnifies the importance of BioForce’s quality and its support of its products.

The initial marketing efforts will focus on the online stores, B2B sales, direct mail, industry trade shows, conventions, and affiliate marketing designed to educate prospective users and distributors, including retail channels, doctors and gyms. Less direct methods will include TV and radio advertising until such time as the Company’s budget allows it to upgrade its marketing plan and to do so effectively.

BioForce Nanosciences Holdings, Inc. maintains an executive office in Virginia Beach, Virginia. All marketing, sales, and customer support will be managed from its Virginia Beach Office. Private labeling is done on a contractual basis unless an opportunity to vertically integrate production makes fiscal sense.

BioForce Nanosciences Holdings sells the BioForce Eclipse powder multivitamin and mineral supplement without non-compete and non-disclosure agreements. The Company currently private labels the powder through a manufacturer located in Virginia. The Company has a Supplier Agreement with this manufacturer that gives the Company non-exclusion rights to market the product. The distributor owns the rights to the formula for this product. If the Company can source product in a more cost-effective way without diminished quality, the Company would evaluate such opportunities when presented. Currently, the distributor who provides the private label powder provides “Consignment Terms,” which allows us to only pay for the product when it is sold.

In addition to manufacturing the product, this private label vitamin distributor also offers custom labeling and packaging of the product. BioForce utilizes these services, and will seek out examples from other potential manufacturer and distributor of future products to ensure that the quality of work reflects the Company’s standards for presentation and quality.

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The FDA has rules regarding the fitness for consumption of foods as well as vitamins and supplements sold to the public, and those laws apply to our product. However, our product does not require pre-clearance like a drug in order to be sold into the marketplace.

BioForce’s management understands that similar competing products are available to the consumer, and customers may consider switching from BioForce Eclipse to a competitor’s product. Manufacturers and distributors who provide private label services generally incentives larger orders, which the Company might not be financially able to provide. Management remains conscience of changes in the marketplace, its relationship with the Private Label manufacture distributor, and other risk associated with supply chain issues.

BioForce’s dietary supplements and vitamins cannot take the place of a well-balanced diet. Some people believe that the ingestion of supplements, pills and beverages can make up for poor eating habits; but vitamin and mineral supplements don’t offer a wellness solution. None of BioForces’ products are approved by the FDA and are sold without doctors prescriptions through the Company’s marketing channels.

The Company caters to the needs of customers with a focus on the elderly and athletes across numerous sports, ages, and economic backgrounds.

The Company plans to offer numerous products beyond nutritional supplement powder, but will only offer products that advance the BioForce product-line name, “BioForce Eclipse” (See Fig. 1-product labels).

The aging baby boomers, report regular use of multivitamin and multi-mineral supplements at a higher rate than other demographic group. Recent surveys have indicated that women, Caucasians, individuals with higher education levels, people with lower body mass indexes and people with higher physical activity levels were more likely to use supplements. These groups were also most likely to talk to a doctor about the need for supplements, because they knew about their benefits, they are subject to a higher risk of deficiencies, or had a family history of medical type issues.

Health conscience “Baby Boomers,” sports participants, and other active individuals continue to extend their health education awareness. The industry’s traditional focus on these groups is shifting to an ever-expanding group that includes recreational and lifestyle users, such as fitness enthusiasts, weekend athletes and gym-goers, of all ages.

BioForce will provide its consumer base with products that serve their health needs, and which add value even beyond their needs. The Company first introduced its multivitamin and mineral supplemental powder product, “BioForce Eclipse in December, 2014.” With the introduction of this first product, BioForce advances the Company’s name offering additional products that meet the standards for a healthy lifestyle. BioForce Eclipse is a private label branding produced by Body Align, LLC from a distributor located in Virginia, USA.

The Company had no customer during its ~~2021~~2022 and ~~2022~~2023 fiscal years. Customers are not required to purchase the product in the future and the Company’s marketing plan is to broaden the Company’s customer base.

The Company intends to increase its U.S. market share by offering new incentives and promotions to attract customers on trying its products. The Company intends to market a new biodegradable, recyclable container of its products to attract enviromentally conscience customers and to develop new markets. BioForce will evaluate the success of its marketing objectives and determine which marketing strategy provides the best results. As sale volumes increase, we expect that it will become necessary to hire sales associates.

The Company in May 2020 formed a wholly-owned subsidiary, Element Acquisition Corporation, a Wyoming corporation, with unlimited common shares authorized, par value $0.001. Element Acquisition Corporation was formed to pursue potential acquisitions in the media, entertainment, media technology and sports sectors. 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. On December 14, 2021, the Company changed the name of its wholly-owned subsidiary to Element Global, Inc.

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Figure 1- product labels

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~~Wholly-owned~~The FDA has rules regarding the fitness for consumption of foods as ~~Subsidiary~~well as vitamins and supplements sold to the public, and those laws apply to our product. However, our product does not require pre-clearance like a drug in order to be sold into the marketplace. These rules could change, however.

~~On May 18, 2020, BioForce NanoSciences Holdings Inc. formed a wholly~~ Wholly-owned subsidiary, Element Acquisition Corporation, a Wyoming corporation, with unlimited shares authorized, and par value $0.001. Mr. Merle Ferguson and Mr. Richard Kaiser are Board of Directors of Element Acquisition Corporation.Subsidiary

On ~~June~~ 04May 18, 2020, BioForce ~~Nanosciences~~NanoSciences Holdings, Inc.’ sformed a wholly- owned subsidiary, Element Acquisition Corporation, ~~announced~~a ~~that~~Wyoming itcorporation, ~~created an “Investment Committee” comprised of leading executives~~ with ~~extensive~~unlimited ~~experience~~shares ~~in the media~~authorized, ~~entertainment~~ and ~~sports sectors.~~par ~~The~~value ~~“Investment~~$0.001. ~~Committee”~~Mr. Merle ~~was~~Ferguson ~~established~~and toMr. ~~oversee~~Richard aKaiser ~~strategy~~are ~~aimed~~Board atof ~~acquiring~~Directors ~~and~~of ~~investing in companies across these industries.~~ Element Acquisition Corporation ~~was formed to serve as a potential acquisition vehicle for these types of transactions~~.

~~The Company~~On onJune ~~October 15~~04, 2020, ~~changed~~BioForce ~~the~~Nanosciences ~~name~~Holdings, ofInc.’ ~~its~~s wholly-owned subsidiary Element Acquisition Corporation, aannounced ~~Wyoming~~that ~~corporation,~~it tocreated an “Investment Committee” comprised of leading executives ~~BioForce~~with ~~Nanosciences~~extensive ~~Holdings,~~experience ~~Inc~~in the media, aentertainment ~~Wyoming~~and ~~corporation~~sports sectors. ~~Management~~The ~~expects~~“Investment Committee” was established to ~~use~~oversee a ~~the~~strategy ~~wholly-owned~~aimed ~~subsidiary~~at toacquiring ~~redomicile~~and ~~the~~investing ~~Company from~~in acompanies ~~Nevada~~across ~~corporation~~these industries. Element Acquisition Corporation was formed to serve as a ~~Wyoming~~potential ~~corporation~~acquisition vehicle for these types of transactions.

~~On December~~The ~~14,~~Company ~~2021,~~on ~~the~~October ~~Company~~15, 2020 changed the name of its wholly-owned subsidiary Element Acquisition Corporation, a Wyoming corporation, to BioForce Nanosciences Holdings, Inc., a Wyoming corporation,. Management expects to ~~its~~use ~~new~~the ~~name,~~wholly-owned ~~Element~~subsidiary ~~Global,~~to ~~Inc~~redomicile the Company from a Nevada corporation to a Wyoming corporation.

~~Reverse~~On December 14, 2021, the Company changed the name of its wholly-owned ~~Stock~~subsidiary, ~~Split~~BioForce Nanosciences Holdings, Inc., a Wyoming corporation, to its new name, Element Global, Inc.

~~On December~~Reverse 2,Stock 2019, The Board of Directors of the Company unanimously approved an amendment to the Company’s Articles of Incorporation in order to effect a plan of recapitalization that provides for a one-for-five (1-for-5) reverse stock split of our common stock. Pursuant to written resolutions, the shareholders of the Company voted to approve the proposal to authorize the reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada. The amended Articles of Incorporation did not change the authorized shares. The common and preferred shares have a par value of $0.001 per share. Based on the amended Articles of Incorporation the Company has 10,000,000 Series ‘A’ Preferred shares outstanding, and each share has voting and conversion rights so that one Series ‘A’ Preferred is equivalent 100 common shares (see Exhibit 3.2). As of the date of this filing, there are no Series ‘A’ Preferred shares issued or outstanding.Split

~~Memorandum~~On December 2, 2019, The Board of Directors of the Company unanimously approved an amendment to the Company’s Articles of ~~Understanding~~Incorporation in order to effect a plan of recapitalization that provides for a one-for-five (~~“MOU”~~1-for-5) reverse stock split of our common stock. Pursuant to written resolutions, the shareholders of the Company voted to approve the proposal to authorize the reverse split. The reverse stock split took effect, after filing a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada. The amended Articles of Incorporation did not change the authorized shares. The common and preferred shares have a par value of $0.001 per share. Based on the amended Articles of Incorporation the Company has 10,000,000 Series ‘A’ Preferred shares outstanding, and each share has voting and conversion rights so that one Series ‘A’ Preferred is equivalent 100 common shares (see Exhibit 3.2). As of the date of this filing, there are no Series ‘A’ Preferred shares issued or outstanding.

~~June 02, 2021, Bioforce Nanosciences Holdings, Inc. entered into another~~ Memorandum of Understanding (“MOU”) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplates a proposed transaction between the entities that provides for BFNH to acquire all of the assets controlled by ELGL. The closing of the transaction is subject to due diligence and the execution of a definitive agreement. As of the date of this filing, the MOU is still open and active.

~~Officer~~June 02, 2021, Bioforce Nanosciences Holdings, Inc. entered into another ~~Appointments~~Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplates a proposed transaction between the entities that provides for BFNH to acquire all of the assets controlled by ELGL. The closing of the transaction is subject to due diligence and the execution of a definitive agreement. As of the date of this filing, the MOU is still open and active.

On November 29, 2021, the Board of Directors (the “Board”) of BioForce Nanosciences Holdings, Inc. (the “Company”) appointed both Mr. Steve Gagnon and Mr. John LaViolette as Co-Chief Executive Officers (Co-CEOs), effective November 30, 2021. In addition, on November 29, 2021, the Board of Directors of BioForce Nanosciences Holdings, Inc. appointed Sasha Shapiro as President, effective November 30, 2021. On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the Board of Director of BioForce Nanoscience, Inc. There were no disagreements, no arguments, no conflicts and no disputes with the Company’s officers, directors, auditors, and other professional service providers on his decision to step down as CEO and President.Appointments

~~The FDA~~On ~~has~~November ~~rules~~29, ~~regarding~~2021, the ~~fitness~~Board ~~for~~of ~~consumption~~Directors (the “Board”) of ~~foods~~BioForce asNanosciences ~~well~~Holdings, asInc. ~~vitamins~~(the “Company”) appointed both Mr. Steve Gagnon and ~~supplements~~Mr. ~~sold~~John toLaViolette ~~the~~as Co-Chief Executive Officers ~~public~~(Co-CEOs), ~~and~~effective ~~those~~November ~~laws~~30, ~~apply~~2021. In addition, on November 29, 2021, the Board of Directors of BioForce Nanosciences Holdings, toInc. ~~our~~appointed ~~product~~Sasha Shapiro as President, effective November 30, 2021. ~~However~~On November 29, ~~our~~2021, ~~product~~the ~~does~~Board ~~not~~of ~~require~~Directors ~~pre-clearance~~accepted ~~like~~the aresignation of ~~drug~~Mr. inMerle ~~order~~Ferguson toas beChief ~~sold~~Executive ~~into~~Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the ~~marketplace~~Board of Director of BioForce Nanoscience, Inc. ~~These~~There were no disagreements, no arguments, no conflicts and no disputes with the Company’s ~~rules~~officers, ~~could~~directors, ~~change~~auditors, ~~however~~and other professional service providers on his decision to step down as CEO and President.

Employees

The Company has three full time employees, Mr. Merle Ferguson, its Chairman, Mr. Richard Kaiser, its CFO and Secretary, and Mr. Mr. Steve Gagnon, Co-CEO.

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Transfer Agent

Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number is (503) 227-2950, email info@transferonline.com.

Company Contact Information

Our principal executive offices are located at 2020 General Booth Blvd. Unit 230, Virginia Beach, Virginia 23454, telephone (757) 306-6090, website:www.bioforceeclipse.com, and email: info@bioforceeclipse.com.

ITEM 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information called for under this item.

ITEM 2. Properties.

The Company makes use of the office space of Yes International, which is owned and operated by Richard Kaiser, a Director, CFO and the Secretary of the Company. As a result, the Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3. Legal Proceedings.

At this time, there are no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 4. Mine Safety Disclosure- (Removed and Reserved).

Not applicable to this Company.

PART II

Our common stock has been traded on the OTCPINK since April 15, 2009, under the symbol “BFNH.”

The following table sets forth the high and low bid prices for our common stock on the OTCPINK as reported by various market makers for ~~2022~~ 2023 and ~~2021~~2022. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

2022 Quater Ended:	High	Low
2023 Quater Ended:	High	Low
March 31, 2022	$1.15	$1.15
March 31, 2023	$0.99	$0.99
June 30, 2022	$2.87	$2.75
June 30, 2023	$1.45	$1.28
September 30, 2022	$3.40	$3.20
September 30, 2023	$1.94	$1.85
December 31, 2022	$2.30	$1.99
December 31, 2023	$2.01	$1.85

2021 Quarter Ended:	High	Low
2022 Quater Ended:	High	Low
March 31, 2021	$0.90	$0.90
March 31, 2022	$1.15	$1.15
June 30, 2021	$1.665	$1.58
June 30, 2022	$2.87	$2.75
September 30, 2021	$1.45	$0.76
September 30, 2022	$3.40	$3.20
December 31, 2021	$1.20	$1.20
December 31, 2022	$2.30	$1.99

As of December 31, ~~2022~~2023, we were authorized to issue 900,000,000 shares of our common stock, of which 29,271,755 shares were outstanding, taking into account the one-for-five (1-for-5) reverse stock split effective February 28, 2020. Our shares of common stock are held by approximately ~~233~~236 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.

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Preferred Shares

In addition to our authorized common stock, BioForce Nanosciences Holdings, Inc. is authorized to issue 100,000,000 shares of preferred stock, par value at $0.001 per share. Based on the amended Articles of Incorporation the Company has 10,000,000 Series ‘A’ Preferred shares authorized and each share has voting and conversion rights of 100 common shares (see Exhibit 3.2). This leaves a balance of 90,000,000 “Blank Check” Preferred, with no shares issued or designated. As of the date of this filing, there are no Series ‘A’ Preferred issued or outstanding. There is no trading market for our preferred stock.

Dividends

We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future. Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.

ITEM 6. Selected Financial Data.

Not applicable.

ITEM 7. 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 ~~the~~our ~~results~~plan of ~~our operations~~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” or and “BioForce” ~~all refer to BioForce~~ Nanosciences Holdings,” ~~Inc.~~all asrefer to of the ~~date of this report~~“Company”.

~~Coronavirus~~The Company’s mission is to become a leading provider of natural vitamins, ~~Impact~~minerals ~~(COVID-19)~~and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for active individuals in all age ranges.

~~Due to~~For ~~the~~a ~~recent~~complete ~~outbreak~~discussion of ~~the~~our ~~coronavirus~~former ~~reported in many countries worldwide~~businesses, ~~local~~please ~~and~~see ~~federal~~our previous ~~governments~~Form ~~have issued travel advisories~~10-Ks, ~~canceled~~ ~~large scale public events and closed schools. In addition~~10-Qs, ~~companies have begun to cancel conferences~~ and ~~travel~~8-Ks ~~plans~~filed ~~and~~with ~~require employees~~the ~~to work from home~~SEC. ~~Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.~~

~~Adverse events~~Going 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.Concern

~~-8-~~On December 31, 2023, we had total assets of $638 and total liabilities of $1,819,868. 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.

~~Management is~~As ~~currently aware~~ of ~~the~~December global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects on the Company’s operations which could have a material adverse effect on the Company’s current financial position31, ~~future results of operations~~2023, orBioForce ~~liquidity,~~had ~~because~~an ~~its~~accumulated ~~current~~deficit ~~operations are limited. However, investors should also be aware~~ of ~~factors~~$160, 629,729, which ~~includes the~~included ~~possibility of Covid-19 effects on operational status, could have~~ a ~~negative~~net ~~impact~~loss ~~on the Company’s prospects and the consistency~~ of ~~progress in the areas of revenue generation~~$471, ~~liquidity, and generation of capital resources~~953. ~~These may include: (i) variations in revenue~~Also, ~~(ii)~~during ~~possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should~~ the ~~company~~year ~~seek~~ended toDecember do31 so2023, ~~(iii)~~we ~~increased~~used ~~governmental~~net ~~regulation~~cash orof ~~significant changes in that regulation~~$46,606 ~~(iv)~~for ~~increased competition, (v) unfavorable outcomes to litigation involving the Company or to which the Company may become a party in the future, and (vi) a very competitive and rapidly changing~~ operating ~~environment~~activities. These ~~The~~factors ~~adverse~~raise ~~events~~substantial ~~may~~doubt ~~also~~about ~~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. The global economic slowdown and the other risks and uncertainties associated with the pandemic could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces.

~~Going~~While we are attempting to generate revenues, our cash position may ~~Concern~~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.

~~On December~~Our ~~31,~~ability ~~2022,~~to wecontinue ~~had~~as ~~total~~a ~~assets~~going ofconcern ~~$734~~is ~~and total liabilities of $1,348,011. In the absence of significant revenue and profits, we will be completely~~ dependent onupon ~~additional~~our ~~debt and equity financing. If we are unable~~ capability to raise ~~needed~~additional funds onand ~~acceptable terms, we will not be able~~ to ~~execute~~further implement our business plan, ~~develop~~and orgenerate ~~enhance existing services, take advantage of future opportunities, if any, or respond to competitive pressures or unanticipated requirements~~revenues. ~~If we do not obtain sufficient capital, we will not be able to continue operations.~~

As of December 31, 2022, BioForce had an accumulated deficit of $160,157,776, which included a net loss of $485,514. Also, during the year ended December 31 2022, we used net cash of $68,389 for operating activities. These factors raise substantial doubt about our ability to continue as a going concern.-8-

~~While we~~Results ~~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.Operations

~~Our ability~~Year toEnded ~~continue~~December as31, a2023 ~~going~~Compared ~~concern is dependent upon our capability~~ to ~~raise~~Year ~~additional~~Ended ~~funds and to further implement our business~~December ~~plan~~31, ~~and generate revenues~~2022.

~~Results~~Revenues for the Company’s year ended December 31, 2023 and December 31, 2022 totaled $-0- from the sales of ~~Operations~~its vitamin supplements.

~~Year Ended~~Cost of Goods Sold for the year ended December 31, 2023 and December 31, 2022 ~~Compared~~totaled to$-0- ~~Year~~. ~~Ended~~Company ~~December~~had ~~31,~~-0- ~~2021~~unit sales of the “BioForce Eclipse” supplement product in 2023 and 2022.

~~Revenues for~~Gross ~~the~~margins ~~Company’s~~for year ended December ~~31,~~2023 ~~2022~~ and ~~December~~2022 ~~31,~~was ~~2021 totaled~~ $-0- ~~from~~due ~~the~~to -0- ~~sales~~units sold of ~~its~~the ~~vitamin~~“BioForce ~~supplements~~Eclipse” supplement product.

~~Cost of~~Gross ~~Goods~~profit ~~Sold~~ for the year ended December 31, ~~2022~~2023 and ~~December~~2022 ~~31,~~was ~~2021 totaled~~ $-0- due .to ~~Company had~~ -0- ~~unit~~ sales of the ~~“BioForce Eclipse”~~Company’s ~~supplement~~vitamin ~~product in 2022 and 2021~~supplements.

~~Gross margins~~General and Administrative expenses for the year ended December ~~2022~~31, 2023 ~~and~~totaled ~~2021~~$48,953 ~~was~~compared to $~~-0-~~62,514 ~~due~~for toDecember ~~-0-~~31, ~~units~~2022, ~~sold~~primarily ofdue ~~the~~to ~~“BioForce~~decreases ~~Eclipse”~~in ~~supplement~~professional ~~product~~service fees.

~~Gross profit~~Total Expense for the year ~~ended~~ending December 31, ~~2022~~2023 ~~and~~was ~~2021~~$471,953 ~~was~~compared to $~~-0-~~485,514 ~~due~~for toyear ~~-0-~~ending ~~sales~~December of31, 2023, the ~~Company’s~~decrease ~~vitamin~~was ~~supplements~~from lower General and Adminstrative fees in 2023.

~~General and~~Net ~~Administrative expenses for the year ended December 31, 2022 totaled $62,514 compared to $78,955 for December 31, 2021, primarily due to decreases in professional service fees.~~Loss

Net loss for the years ended December 31, 2023 and 2022 were $471,953 ~~Loss~~and $485,514 , respectively. The decrease in loss was due to decreases in General and Administrative paid expenses.

~~Net loss~~Liquidity ~~for the years ended December 31, 2022~~ and ~~2021~~Capital ~~were $485,514 and $501,955, respectively. The decrease in loss was due to decreases in General and Administrative paid expenses.~~Resources:

~~-9-~~As of December 31, 2023, our assets totaled $638 in cash. The Company’s total liabilities were $1,819,868 which consisted of accounts payable and accrued expenses, accrued board of directors compensation and amounts due to related parties. As of December 31, 2023, the Company had an accumulated deficit of $160,629,729and working capital deficit of $1,819,230.

~~Liquidity~~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 ~~Capital~~we ~~Resources:~~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.

~~As of~~Investing December 31, 2022, our assets totaled $734 in cash. The Company’s total liabilities were $1,348,011 which consisted of accounts payable and accrued expenses, accrued board of directors compensation and amounts due to related parties. As of December 31, 2022, the Company had an accumulated deficit of $160,157,776 and working capital deficit of $1,347,277.Activities

~~The Company’s~~Net ~~significant~~cash ~~operating~~used ~~losses~~in ~~raise~~investing ~~substantial~~activities ~~doubt~~was ~~about~~$0 ~~its~~for ~~ability~~both tocalendar ~~continue as a going concern. The financial~~years ~~statements~~ended ~~do not include any adjustments that might result from the outcome of this uncertainty.~~December ~~As indicated herein~~31, ~~we need capital for the implementation of our business plan~~2023, and ~~we will need additional capital for continuing our operations~~2022. 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~~ Cash from Financing Activities

Net cash ~~used~~provided inby ~~investing~~financing activities was $047,060 for ~~both~~year ~~calendar years~~ ended December 31, ~~2022~~2023, and ~~2021~~was $58,018 for year ended December 31, 2022.

~~Cash from~~Critical ~~Financing~~Accounting ~~Activities~~Policies

~~Net~~Our consolidated financial statements and accompanying notes are prepared ~~cash~~in ~~provided~~accordance bywith ~~financing~~generally ~~activities~~accepted ~~was~~accounting ~~$58,018~~principles ~~for~~in ~~year~~the ~~ended~~United ~~December~~States. Preparing 31financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, ~~2022~~liabilities, revenue, and ~~was~~expenses. These ~~$49,012~~estimates and ~~for~~assumptions ~~year~~are ~~ended~~affected ~~December~~by ~~31,~~management’s ~~2021~~application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

~~Critical Accounting Policies~~-9-

~~Our consolidated~~Revenue 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.Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers ~~Recognition~~(“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.

~~In accordance~~We ~~with~~adopted this ASC ~~Topic~~on ~~606,~~January ~~Revenue from Contracts with Customers (“ASC 606”)~~1, ~~revenues~~2018. ~~are~~Although ~~recognized when control of~~ the ~~promised~~ ~~goods~~new orrevenue ~~services~~ standard is ~~transferred~~expected to ~~our~~have ~~clients, in~~ an ~~amount~~immaterial ~~that~~impact, ~~reflects~~if ~~the~~any, ~~consideration~~on toour ~~which~~ongoing wenet ~~expect to be entitled in exchange for those goods and services. To achieve this core principle~~income, we ~~apply~~did ~~the~~implement ~~following~~changes ~~five~~to ~~steps:~~our 1)processes ~~Identify~~related ~~the~~to ~~contract~~revenue ~~with~~recognition ~~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~~control ~~satisfies~~activities awithin ~~performance obligation~~them.

~~We adopted~~Stock-Based 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.Compensation

~~Stock~~We account for employee and non-~~Based~~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.

~~We account~~Recent ~~for~~Accounting ~~employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718,~~Pronouncements 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~~The Company has implemented all new accounting pronouncements that ~~Accounting~~are ~~Pronouncements~~ 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.

~~The Company~~Off-Balance ~~has~~Sheet 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.Arrangements

~~Off~~We do not have any off-~~Balance Sheet~~balance ~~Arrangements~~sheet arrangements.

~~We do~~ITEM ~~not~~7A. ~~have~~Quantitative ~~any~~and ~~off-balance~~Qualitative ~~sheet~~Disclosures ~~arrangements~~About Market Risk.

~~-10-~~Not applicable.

ITEM 7A 8. ~~Quantitative~~Financial Statements and ~~Qualitative~~Supplementary ~~Disclosures About Market Risk~~Data.

~~Not~~The financial statements and related notes are included as part of ~~applicable~~this report as indexed in the appendix on page F-1, et seq.

ITEM 8 9. ~~Financial~~Changes ~~Statements~~In and ~~Supplementary~~Disagreements ~~Data~~With Accountants on Accounting and Financial Disclosures.

~~The financial~~There ~~statements and related notes~~ are ~~included~~no asdisagreements ~~part~~with ~~of this report as indexed in~~ the ~~appendix~~accountants on ~~page~~accounting ~~F-1,~~and ~~et seq~~financial disclosures.

ITEM 9 9A. ~~Changes~~Controls In and ~~Disagreements With Accountants on Accounting and Financial Disclosures~~Procedures.

~~There are~~Evaluation noof ~~disagreements~~Disclosure ~~with~~Controls ~~the accountants on accounting~~ and ~~financial disclosures.~~Procedures

~~ITEM~~Our management, with the participation of our Principal Executive Officer 9Aand Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. ~~Controls~~In designing and ~~Procedures~~evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

~~Evaluation~~Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of ~~Disclosure~~material ~~Controls~~weaknesses identified, determined that our internal control over financial reporting disclosure controls and ~~Procedures~~procedures were not effective as of December 31, 2023.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-~~15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form~~ 10-K. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

~~Based on~~Evaluation ~~our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence~~ of ~~material~~Internal ~~weaknesses identified,~~Control ~~determined that our internal control~~ over ~~financial~~Financial ~~reporting disclosure controls and procedures were not effective as of December 31, 2022.~~Reporting

~~Evaluation~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of ~~Internal~~1934, ~~Control~~as amended. Our internal control over ~~Financial~~financial ~~Reporting~~reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our ~~management~~ isinternal ~~responsible~~control ~~for~~over ~~establishing~~financial reporting includes those policies and ~~maintaining~~procedures ~~adequate~~that: ~~internal~~(i) ~~control~~pertain ~~over~~to ~~financial~~the ~~reporting~~maintenance asof ~~defined~~records that in ~~Rules~~reasonable ~~13a-15(f)~~detail accurately and fairly reflect the transactions and ~~15d-15~~dispositions of our assets, (fii) ~~under~~provide ~~the~~reasonable ~~Securities~~assurance ~~Exchange~~that ~~Act~~transactions ofare ~~1934,~~recorded as ~~amended. Our~~necessary ~~internal~~to ~~control~~permit ~~over~~preparation of financial ~~reporting~~statements isin ~~designed~~accordance with generally accepted accounting principles, and that our receipts and expenditures are being made toonly in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding ~~the~~prevention or ~~reliability~~timely detection of ~~financial~~unauthorized ~~reporting~~acquisition, ~~and~~use ~~the~~or ~~preparation~~disposition of ~~financial~~our ~~statements~~assets ~~for~~that ~~external purposes~~could inhave ~~accordance~~a ~~with~~material ~~U.S.~~effect ~~generally~~on ~~accepted~~our ~~accounting~~financial ~~principles~~statements.

~~Our~~ Because of its inherent limitations, internal control over financial reporting ~~includes~~may ~~those~~not ~~policies~~prevent ~~and~~or ~~procedures~~detect ~~that:~~misstatements. ~~(i)~~Also, ~~pertain~~projections toof ~~the~~any ~~maintenance~~evaluation of ~~records~~effectiveness ~~that in~~to ~~reasonable~~future ~~detail~~periods ~~accurately~~are ~~and~~subject to ~~fairly reflect~~ the ~~transactions~~risk ~~and dispositions of our assets, (ii) provide reasonable assurance~~ that ~~transactions~~controls ~~are~~may ~~recorded~~become asinadequate ~~necessary~~because ~~to permit preparation~~ of ~~financial~~changes ~~statements~~ in ~~accordance with generally accepted accounting principles~~conditions, ~~and~~or that ~~our~~the ~~receipts~~degree ~~and~~of ~~expenditures~~compliance ~~are being made only in accordance~~ with the ~~authorization~~policies ~~of our management and directors, and (iii) provide reasonable assurance regarding prevention~~ or ~~timely detection of unauthorized acquisition, use or disposition of our~~ ~~assets~~procedures ~~that~~may ~~could have a material effect on our financial statements~~deteriorate.

~~Because of~~Management, ~~its~~including ~~inherent~~our ~~limitations,~~Principal ~~internal~~Executive ~~control~~Officer ~~over~~and ~~financial~~Principal Financial ~~reporting~~Officer, ~~may~~assessed ~~not~~the ~~prevent~~effectiveness orof ~~detect~~our ~~misstatements.~~internal ~~Also,~~control ~~projections~~over ~~of any~~financial ~~evaluation~~reporting as of ~~effectiveness~~December 31, to2023. ~~future~~In ~~periods~~making this ~~are~~assessment, ~~subject~~management toused the ~~risk~~criteria ~~that~~set ~~controls~~forth ~~may~~by ~~become~~the ~~inadequate~~Committee ~~because~~ of ~~changes~~Sponsoring inOrganizations ~~conditions, or~~of ~~that~~ the ~~degree~~Treadway ofCommission ~~compliance~~(“COSO”) in ~~with~~Internal ~~the~~Control ~~policies~~– orIntegrated ~~procedures~~Framework ~~may deteriorate~~(2013).

~~Management, including~~We ~~our~~identified ~~Principal~~the ~~Executive~~following ~~Officer~~deficiencies ~~and~~which ~~Principal~~together ~~Financial~~constitute a ~~Officer,~~material ~~assessed~~weakness in our assessment of the effectiveness of ~~our~~ internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).2023:

-~~11-~~ The Company has inadequate segregation of duties within its cash disbursement control design.

~~We identified~~- During the ~~following~~year ~~deficiencies~~ended ~~which~~December ~~together~~31, ~~constitute~~2023, athe ~~material~~Company ~~weakness~~internally inperformed ~~our~~all ~~assessment~~aspects of its financial reporting process, including, but not limited to the ~~effectiveness~~underlying accounting records and the recording of ~~internal control~~journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting asprocess ofthat ~~December~~might 31result in a failure to detect errors in spreadsheets, ~~2022:~~ calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

-It should be noted that any system of controls, however well designed ~~The~~and ~~Company~~operated, ~~has~~can ~~inadequate~~provide ~~segregation~~only reasonable, and not absolute, assurance that the objectives of ~~duties~~the ~~within~~system ~~its~~are ~~cash~~met. ~~disbursement~~In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

-This ~~During~~annual ~~the~~report ~~year~~does ~~ended~~not ~~December~~include ~~31,~~an ~~2022,~~attestation ~~the~~report ~~Company internally performed all aspects~~ of ~~its~~the ~~financial reporting process, including,~~Company’s ~~but~~registered ~~not~~public ~~limited to the underlying~~ accounting ~~records~~firm ~~and~~regarding ~~the~~internal ~~recording~~control ofover ~~journal entries and for the preparation of~~ financial ~~statements~~reporting. ~~This~~ ~~process~~Management’s report was ~~deficient,~~not ~~because~~subject ~~these~~to ~~duties were performed often times~~ attestation by the ~~same~~Company’s ~~people,~~registered ~~and~~public ~~therefore~~accounting afirm ~~lack~~pursuant ofto ~~review~~rules ~~was~~of ~~created over~~ the ~~financial~~Securities ~~reporting~~and ~~process~~Exchange Commission that ~~might~~permit ~~result~~us ~~in a failure~~ to ~~detect errors in spreadsheets, calculations, or assumptions used~~provide toonly ~~compile~~management’s ~~the~~report ~~financial statements and related disclosures as filed with the SEC. These control deficiencies could result~~ in athis ~~material misstatement to our interim or~~ annual ~~financial statements that would not be prevented or detected~~report.

~~It should~~We beregularly ~~noted~~review ~~that~~our ~~any~~ system of ~~controls,~~internal ~~however~~control ~~well~~over ~~designed~~financial ~~and~~reporting to ~~operated,~~ensure ~~can provide only reasonable, and not absolute, assurance~~ that ~~the~~we ~~objectives~~maintain ofan ~~the~~effective ~~system~~internal ~~are~~control ~~met~~environment. InIf ~~addition,~~deficiencies ~~the~~appear ~~design of any control system is based~~ in ~~part~~our ~~upon~~internal ~~certain~~controls, ~~assumptions~~management ~~about~~will ~~the~~make ~~likelihood~~changes ~~of future events. Because of these and other inherent limitations of control system, there can be no assurance~~ that ~~any design~~address ~~will~~those ~~succeed in achieving its stated goals under all potential future conditions~~deficiencies.

~~This annual~~Changes ~~report~~in ~~does~~Internal ~~not~~Control ~~include~~Over anFinancial attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.Reporting

~~We regularly~~There ~~review~~have ~~our~~been ~~system~~no ofchanges in the Company’s internal control over financial reporting tothat ~~ensure~~occurred ~~that~~during wethe ~~maintain~~year anended ~~effective~~December ~~internal~~31, ~~control~~2023 ~~environment. If~~that ~~deficiencies~~have ~~appear~~materially inaffected, ~~our~~or ~~internal~~are ~~controls,~~reasonably ~~management~~likely ~~will~~to ~~make~~materially affect, ~~changes~~the ~~that~~Company’s ~~address~~internal ~~those~~control ~~deficiencies~~over financial reporting.

~~Changes in~~ITEM ~~Internal~~9B. ~~Control~~Other ~~Over Financial Reporting~~Information.

~~There have~~Not been no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reportingapplicable.

~~ITEM 9B. Other Information.~~-11-

~~Not applicable~~ITEM 10. Directors, Executive Officers and Corporate Governance.

~~ITEM~~The following table provides information concerning our officers and 10directors. ~~Directors,~~All ~~Executive~~directors ~~Officers~~hold ~~and~~office ~~Corporate~~until ~~Governance.~~the next annual meeting of stockholders or until their successors have been elected and qualified.

The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

NAME	AGE	POSITION

Merle Ferguson	76	CEO/President/Treasurer/Director

Richard Kaiser	59	CFO/Secretary/Director

Steve Gagnon	62	Co-CEO

John LaViolette	62	Co-CEO

Sasha Shapiro	61	President

NAME	AGE	POSITION
Merle Ferguson	75	CEO/President/Treasurer/Director
Richard Kaiser	58	CFO/Secretary/Director
Steve Gagnon	61	Co-CEO
John LaViolette	61	Co-CEO
Sasha Shapiro	60	President

BIOGRAPHY

Mr. Ferguson became Chairman of the Board of the Company on July 8, 2013, and subsequently on December 1, 2016 he also became CEO and President of the Company. On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the Board of Director of BioForce Nanoscience, Inc. Prior to that, he had no relationship with the Company. Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in forestry and a minor in Business Management. In April of 1966, he enlisted in the United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From January 12, 2010 to March, 19, 2019, Mr. Ferguson served as Chairman, Secretary, Treasurer and a majority shareholder of Predictive Technology Group, Inc., a company located in Salt Lake City, Utah, a biotech company involved in the manufacturing and marketing of products involving stem cells and genetic therapeutics. Predictive Technology Group, Inc.’s stock trades under the symbol PRED. From January 2009 to the present, Mr. Ferguson has served as Chairman, President, CEO, CFO and majority owner of Element Global, Inc., located in Virginia Beach, Virginia. Element Global provides mining, media and energy services. The stock of Element Global trades on the OTC Markets Pink, no information market. Beginning in May, 2014, Mr. Ferguson also became Chairman and President of Element Global. From January 2002 to 2014, Mr. Ferguson served as an Officer and Director of Gold Rock. Since 2014, he has also served as President, Chairman and CEO of Gold Rock Holdings, Inc, (“Gold Rock”), located in Virginia Beach, Virginia, which Gold Rock Holdings provides underground contruction managment services for laying fiber optic and copper cables. As of October 2024, Mr. Ferguson resigned as CEO and remains Chairman and President. Gold Rock Holdings, Inc. is a stock that is traded on the over-the-counter market. From November 2018 to June 2023, Mr. Ferguson served as a Chairman and CEO of Bravo Multinational, Inc., a public company formed under the laws of Wyoming with its headquarters located in Virginia Beach, VA. The Board reviewed Mr. Ferguson’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

~~BIOGRAPHY~~On or about July 1, 2013, Mr. Kaiser became the Registrant’s Secretary and Director. Since December 1, 2016, Mr. Kaiser serves in the roles of CFO, corporate secretary and corporate governance officer. Prior to that, Mr. Kaiser provided services to the Registrant through his Company, Yes International, Inc. He has served as an officer and Co-Owner of Yes International since July, 1991. Yes International is a full-service EDGAR conversion, investor relations and venture capital firm located in Virginia Beach, Virginia. In 1990, Mr. Kaiser received a Bachelor of Arts degree in International Economics from Oakland University (formerly known as Michigan State University-Honors College). The Board reviewed Mr. Kaiser’s background and considered him qualified for his position due to his educational background and his experience with SEC filings and public companies. From April 1, 2015 to the present, Mr. Kaiser has also served as a director, secretary, and CFO of Bravo Multinational, Inc., a public company formed under the laws of Wyoming with its headquarters located in Virginia Beach, VA. Bravo is in the business of buying and selling casino gaming equipment. In August 2022, Mr. Kaiser became a Director and Cheif Finanical Officer of Gold Rock Holdings, Inc., a Nevada Corporation with offices in Virginia Beach, VA. Gold Rock Holdings provides underground contruction managment services for laying fiber optic and copper cables. Gold Rock Holdings, Inc. is traded on the over the counter market. The Board reviewed Mr. Kaiser’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

Mr. Ferguson became Chairman of the Board of the Company on July 8, 2013, and subsequently on December 1, 2016 he also became CEO and President of the Company. On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the Board of Director of BioForce Nanoscience, Inc. Prior to that, he had no relationship with the Company. Mr. Ferguson attended Yakima Valley College from 1964-1966 with a major in forestry and a minor in Business Management. In April of 1966, he enlisted in the United States Marine Corps, serving two tours in Vietnam, and was honorably discharged in 1970. From January 12, 2010 to March, 19, 2019, Mr. Ferguson served as Chairman, Secretary, Treasurer and a majority shareholder of Predictive Technology Group, Inc., a company located in Salt Lake City, Utah, a biotech company involved in the manufacturing and marketing of products involving stem cells and genetic therapeutics. Predictive Technology Group, Inc.’s stock trades under the symbol PRED. From January 2009 to the present, Mr. Ferguson has served as Chairman, President, CEO, CFO and majority owner of Element Global, Inc., located in Virginia Beach, Virginia. Element Global provides mining, media and energy services. The stock of Element Global trades on the OTC Markets Pink, no information market. Beginning in May, 2014, Mr. Ferguson also became Chairman and President of Element Global. From January 2002 to 2014, Mr. Ferguson served as an Officer and Director of Gold Rock. Since 2014, he has also served as President, Chairman and CEO of Gold Rock Holdings, Inc, (“Gold Rock”), located in Virginia Beach, Virginia, which manufactures homes using rare earth substances and recycled tires. Gold Rock Holdings, Inc. is a stock that is traded on the over-the-counter market. As of November 2018, Mr. Ferguson has also served as a Chairman and CEO of Bravo Multinational, Inc., a public company formed under the laws of Wyoming with its headquarters located in Virginia Beach, VA. Bravo is in the business of buying and selling casino gaming equipment. The Board reviewed Mr. Ferguson’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

~~On or~~Steven ~~about~~Gagnon ~~July 1, 2013, Mr. Kaiser~~ became ~~the Registrant’s Secretary and Director. Since December 1~~Co-CEO, ~~2016,~~November ~~Mr. Kaiser serves in the roles of CFO~~30, ~~corporate secretary and corporate governance officer~~2021. ~~Prior~~Steve toGagnon ~~that,~~is ~~Mr. Kaiser provided services to~~ the ~~Registrant through~~ ~~his~~Co-Founder ~~Company, Yes International, Inc. He has served as an officer~~ and Co-~~Owner~~CEO of ~~Yes~~Element International ~~since July~~Inc., ~~1991.~~and ~~Yes International~~ is aDirector, ~~full~~Co-~~service~~CEO ~~EDGAR conversion, investor relations~~ and ~~venture~~COO ~~capital~~of ~~firm~~Element ~~located in Virginia Beach~~Global, ~~Virginia~~Inc. InThe ~~1990,~~stock ~~Mr. Kaiser received a Bachelor~~ of ~~Arts~~Element ~~degree~~Global trades inon ~~International~~the ~~Economics~~OTC ~~from~~Markets ~~Oakland~~Pink, ~~University~~no ~~(formerly~~information ~~known~~expert ~~as Michigan State University-Honors College)~~market. ~~The Board reviewed~~ Mr. ~~Kaiser’s~~Gagnon ~~background~~has ~~and~~a ~~considered~~20-year ~~him~~history ~~qualified~~in ~~for~~media ~~his~~in ~~position~~the ~~due~~financing toand ~~his educational background~~production ~~and~~of ~~his~~film, ~~experience~~television ~~with SEC filings~~ and ~~public~~music ~~companies~~videos. ~~From April 1, 2015 to the present,~~ Mr. ~~Kaiser~~Gagnon ~~has also~~ served as aPresident ~~director, secretary, and CFO~~ of ~~Bravo Multinational, Inc., a public company formed under~~ the ~~laws~~sports ofgroup ~~Wyoming with its headquarters located in Virginia Beach, VA. Bravo is in the business~~ of ~~buying~~Madison Sports and ~~selling~~Entertainment ~~casino gaming equipment. In August 2022~~Group, MrInc. ~~Kaiser became a Director~~, and ~~Cheif~~worked ~~Finanical~~as ~~Officer of Gold Rock Holdings, Inc.,~~ a ~~Nevada~~supervisor ~~Corporation with offices~~ in ~~Virginia~~the ~~Beach,~~offshore ~~VA.~~oil ~~Gold~~and ~~Rock~~construction ~~Holdings provides~~industry ~~underground contruction managment services~~ for ~~laying~~International ~~fiber~~Underwater ~~optic and copper cables~~Contractors. ~~Gold Rock Holdings, Inc. is traded on the over the counter market.~~ The Board reviewed Mr. ~~Kaiser~~Gagnon’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

~~Steven Gagnon~~John ~~became~~LaViolette becasme Co-CEO, November 30, 2021. ~~Steve~~John ~~Gagnon~~ LaVioletter is the Co-Founder and Co-CEO of Element International Inc., and ~~is Director,~~ Co-CEO and ~~COO~~Director of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. ~~Gagnon has~~LaViolette awas ~~20-year~~also ~~history~~a insenior ~~media~~partner in the ~~financing~~entertainment ~~and~~law ~~production~~firm of Bloom, ~~film~~Hergott, ~~television~~Diemer, ~~and~~Rosenthal, ~~music~~LaViolette, ~~videos.~~Feldman, ~~Mr.~~Schenkman ~~Gagnon~~& ~~served~~Goodman asLLP. ~~President~~He ~~of the~~has ~~sports~~deep ~~group~~relationships ofwith ~~Madison~~all ~~Sports~~major Hollywood studios and ~~Entertainment~~networks ~~Group, Inc.,~~ and ~~worked~~has asrepresented a ~~supervisor~~vast innumber ~~the~~of ~~offshore~~“A-list” ~~oil~~actors, writers, and ~~construction industry for International Underwater Contractors~~directors. The Board reviewed Mr. ~~Gagnon~~LaViolette’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

~~John LaViolette~~Sasha ~~becasme~~Shapiro ~~Co-CEO~~became Presdient, November 30, 2021. ~~John~~Sasha ~~LaVioletter~~Shapio is President ~~the Co-Founder~~ and ~~Co-CEO~~Director of Element ~~International~~Global, Inc,. and ~~Co-CEO~~ Vice Chairman and ~~Director~~President of Element ~~Global,~~Media ~~Inc~~Group. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. ~~LaViolette was~~Shapiro ~~also~~is aManaging ~~senior~~Director ~~partner~~of inMedia ~~the~~Content ~~entertainment~~Capital, ~~law~~a ~~firm~~private ofequity ~~Bloom,~~fund focused ~~Hergott,~~on ~~Diemer,~~investments ~~Rosenthal,~~in ~~LaViolette~~early/medium-stage media, ~~Feldman~~internet, ~~Schenkman~~and &entertainment ~~Goodman LLP~~companies. He has ~~deep~~held ~~relationships~~senior ~~with~~management ~~all~~positions ~~major~~at Warner ~~Hollywood~~Bros ~~studios~~Studios and ~~networks~~Pacifica Ventures and has ~~represented~~served as a ~~vast~~producer ~~number~~on offilms ~~“A-list” actors~~including Fury, ~~writers~~Sabotage, Fading Gigolo, Dirty Grandpa, Rock the Kasbah, Naked and ~~directors~~Ophelia. He sits on the Board of Directors of Sonifi Solutions, QED International, Covert Media and VR MediaTech. The Board reviewed Mr. ~~LaViolette~~Shapiro’s background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

~~-13-~~BOARD OF DIRECTORS AND COMMITTEES

~~Sasha Shapiro~~The ~~became~~Board ~~Presdient,~~of ~~November~~Directors ~~30,~~acts ~~2021.~~as ~~Sasha~~the ~~Shapio~~Audit isCommittee ~~President~~ and ~~Director~~the ofBoard ~~Element Global, Inc. and Vice Chairman and President~~has ofno ~~Element~~separate ~~Media Group~~committees. The ~~stock~~Company ofhas ~~Element Global trades on the OTC Markets Pink,~~ no ~~information~~qualified ~~expert~~financial ~~market. Mr. Shapiro is Managing Director of Media Content Capital~~expert, abecause ~~private~~it ~~equity fund focused on investments in early/medium-stage media, internet, and entertainment companies. He~~ has ~~held~~inadequate ~~senior~~financial ~~management~~resources ~~positions~~ at ~~Warner~~this ~~Bros~~time ~~Studios~~to ~~and~~hire such ~~Pacifica~~an ~~Ventures~~expert. ~~and~~The ~~has~~Company ~~served~~anticipates asthat a ~~producer~~qualified onfinancial ~~films including~~expert ~~Fury,~~will ~~Sabotage,~~be ~~Fading~~obtained ~~Gigolo,~~when ~~Dirty Grandpa, Rock~~ the ~~Kasbah, Naked and Ophelia. He sits on the Board of Directors of Sonifi Solutions, QED International, Covert Media and VR MediaTech. The Board reviewed Mr. Shapiro~~Company’s ~~background~~financial ~~and it considers him as qualified to fill this~~ position, ~~due to his extensive business experience and work with public companies~~improves.

~~BOARD OF~~ITEM ~~DIRECTORS~~11. ~~AND~~Executive ~~COMMITTEES~~Compensation.

The ~~Board~~ oftable ~~Directors~~below ~~acts~~summarizes as the ~~Audit~~compensation ~~Committee~~during ~~and~~ the ~~Board~~last ~~has~~two ~~no separate committees. The Company has no qualified financial expert,~~fiscal ~~because~~years itreceived ~~has~~by ~~inadequate~~our ~~financial~~executive ~~resources at this time to hire such an expert. The Company anticipates that a qualified financial expert will be obtained when the Company’s financial position improves.~~officers:

ITEM 11. Executive Compensation.

Name and

Principal Position

Year

Salary ($)(2)

Stock

Award ($)

Total ($)

(1)(2)(3)

Merle Ferguson

Chairman (1)(2)

2022

2023

$-0-

Richard Kaiser

CFO,Secretary and Director (2)

2022

2023

$-0-

Steve Gagnon (3)

Co-CEO

2022

2023

$-0-

John LaViolette (3)

Co-CEO

2022

2023

$-0-

Sasha Shapiro (3)

President

2022

2023

$-0-

~~The table below summarizes the compensation during the last two fiscal years received by our executive officers:~~ -13-

Name and Principal Position	Year	Salary ($)(2)	Stock Award ($)	Total ($) (1)(2)(3)
Merle Ferguson Chairman	2021 2022	$-0- $-0-	$-0- $-0-	$-0- $-0-
Richard Kaiser CFO,Secretary and Director	2021 2022	$-0- $-0-	$-0- $-0-	$-0- $-0-
Steve Gagnon (5) Co-CEO	2021 2022	$-0- $-0-	$-0- $-0-	$-0- $-0-
John LaViolette (5) Co-CEO	2021 2022	$-0- $-0-	$-0- $-0-	$-0- $-0-
Sasha Shapiro (5) President	2021 2022	$-0- $-0-	$-0- $-0-	$-0- $-0-

(1)

Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.

(12) ~~Does~~Employment ~~not~~agreements ~~include~~were ~~perquisites~~entered into with Mr. Ferguson and ~~other~~Mr. ~~personal~~Kaiser. ~~benefits~~Under the terms of those employment agreements Mr. Ferguson is owed $1,087,495 orand ~~property~~Mr. Kaiser is owed $509,022 ~~unless~~through the ~~aggregate~~year-ended ~~amount~~December of31, ~~such~~2023. ~~compensation~~Those isamounts ~~more~~have ~~than~~been ~~$10~~accrued by the Company,~~000~~ but not paid. These wages may or may not be paid in the future or, in the alternative, the Company could issue stock in lieu of those payments.

(23) ~~Employment~~The ~~agreements~~Board ~~were~~of ~~entered~~Directors ~~into~~of ~~with~~BioForce ~~Mr.~~Nanosciences ~~Ferguson~~Holdings, ~~and Mr~~Inc. ~~Kaiser.~~on ~~Under~~November ~~the~~30, ~~terms~~2021 ofappointed ~~those~~both ~~employment agreements~~ Mr. ~~Ferguson~~Steve isGagnon ~~owed $799,495~~ and Mr. ~~Kaiser~~John isLaViolette ~~owed~~as ~~$374,022~~Co-Chief ~~through~~Executive ~~the~~Officers ~~year~~(Co-~~ended December 31~~CEOs), ~~2022.~~and ~~Those~~appointed ~~amounts~~Sasha ~~have~~Shapiro ~~been~~as ~~accrued by the Company, but not paid~~President. ~~These~~As ~~wages~~of ~~may or may not be paid in~~ the ~~future~~date ~~or,~~of in the ~~alternative,~~filing ~~the~~no ~~Company~~compensation ~~could~~package ~~issue~~has ~~stock~~yet into ~~lieu~~be ~~of those payments~~determined.

~~(5)~~Employment On November 30, 2021 the Board of Directors of BioForce Nanosciences Holdings, Inc. appointed both Mr. Steve Gagnon and Mr. John LaViolette as Co-Chief Executive Officers (Co-CEOs), and appointed Sasha Shapiro as President. As of the date of the filing no compensation package has yet to be determined.Agreements

On March 31, 2020, the Board of Directors approved the employment agreement for Mr. Merle Ferguson as the Company’s Chairman, CEO, and President. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, as President shall receive a fee of Two Hundred Eighty Eight Dollars US ($288,000) per year for five (5) years of services rendered with a start date of March 23, 2020; payable in new common S3, S8, or restricted shares (dependent upon registration availability), cash or combination of cash and shares of BioForce Nanosciences Holdings, Inc. Further, Mr. Ferguson was issued One Million Five Hundred Thousand (1,500,000) Preferred ‘A’ Shares, par value $0.001, as a one-14time signing bonus per this employment agreement. Subsequently, on December 04, 2020, Mr. Merle Ferguson returned these Preferred Series ‘A’ shares and they were cancelled by the Board in exchange for 11,000,000 common shares, par value $0.001. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances. In addition, the transfer of the common stock represented that Mr. Ferguson had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book-entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the Board of Director of BioForce Nanoscience, Inc. and his March 31, 2020 contract remains in effect.

~~Employment~~On March 31, 2020, the Board of Directors approved the employment agreement ~~Agreements~~of Mr. Richard Kaiser as the Company’s Director, CFO, and Secretary. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, as Chief Financial Officer shall receive a fee of One Hundred Thirty Five Thousand Dollars US ($135,000) per year for five (5) years of services rendered with a start date of March 25, 2020; payable in registered shares or restricted shares (dependent upon registration availability), cash or combination of cash and shares of BioForce Nanosciences Holdings, Inc. Further, Mr. Kaiser was issued Five Hundred Thousand (500,000) Preferred ‘A’ Shares, par value $0.001, as a one-time signing bonus per the employment agreement. Subsequently, on December 04, 2020, Mr. Richard Kaiser returned these Series ‘A’ Preferred shares and they were cancelled by the Board in exchange for 3,000,000 common shares, par value $0.001. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances. In addition, the transfer of the common stock represented that he had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book-entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act.

~~On March~~As ~~31, 2020, the Board~~ of ~~Directors approved~~ the employment agreement for Mr. Merle Ferguson as the Company’s Chairman, CEO, and President. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, as President shall receive a fee of Two Hundred Eighty Eight Dollars US ($288,000) per year for five (5) years of services rendered with a start date of ~~March~~this 23filing, ~~2020; payable~~Mr. inSteve ~~new~~Gagnon ~~common S3, S8, or restricted shares (dependent upon registration availability), cash or combination of cash~~ and ~~shares of BioForce Nanosciences Holdings, Inc. Further,~~ Mr. ~~Ferguson~~John ~~was issued One Million Five Hundred Thousand (1~~LaViolette,~~500,000) Preferred ’A’~~ ~~Shares, par value $0.001, as a one~~ Co-time signing bonus per this employment agreement. Subsequently, on December 04, 2020, Mr. Merle Ferguson returned these Preferred Series ‘A’ shares and they were cancelled by the Board in exchange for 11,000,000 common shares, par value $0.001.Chief ~~These shares~~Executive ~~were~~Officers ~~issued pursuant to an exemption from registration provided by Section 4~~(2Co-CEOs) ~~of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares~~, and ~~the~~Sasha ~~manner of the issuances. In addition~~Shapiro, the transfer of the common stock represented that Mr. Ferguson had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book-entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act. On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive Officer and President, ~~effective~~hold ~~November~~these ~~30,~~executive ~~2021.~~positions ~~Mr.~~without ~~Ferguson~~employment ~~remains Chairman of the Board of Director of BioForce Nanoscience~~agreement, compensation ~~Inc.~~has ~~and~~yet ~~his~~to ~~March~~be ~~31, 2020 contract remains in effect~~determined.

~~On March~~Stock 31, 2020, the Board of Directors approved the employment agreement of Mr. Richard Kaiser as the Company’s Director, CFO, and Secretary. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, as Chief Financial Officer shall receive a fee of One Hundred Thirty Five Thousand Dollars US ($135,000) per year for five (5) years of services rendered with a start date of March 25, 2020; payable in registered shares or restricted shares (dependent upon registration availability), cash or combination of cash and shares of BioForce Nanosciences Holdings, Inc. Further, Mr. Kaiser was issued Five Hundred Thousand (500,000) Preferred ‘A’ Shares, par value $0.001, as a one-time signing bonus per the employment agreement. Subsequently, on December 04, 2020, Mr. Richard Kaiser returned these Series ‘A’ Preferred shares and they were cancelled by the Board in exchange for 3,000,000 common shares, par value $0.001. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances. In addition, the transfer of the common stock represented that he had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book-entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act.Options

~~As of~~The ~~the~~Company ~~date~~had ofno ~~this~~stock ~~filing,~~options ~~Mr.~~outstanding ~~Steve~~at ~~Gagnon~~December ~~and Mr. John LaViolette~~31, ~~Co-Chief Executive Officers (Co-CEOs), and Sasha Shapiro, President, hold these executive positions without employment agreement, compensation has yet to be determined~~2023.

~~Stock Options~~Board of Directors Compensation

~~The~~Our executive directors did not receive any compensation for their ~~Company~~service ~~had~~as noDirectors ~~stock~~of ~~options~~the ~~outstanding~~Company atfor the years ended December 31, ~~2022~~2023.

~~Board of Directors Compensation~~-14-

~~Our executive~~ITEM ~~directors~~12. ~~did~~Security ~~not~~Ownership ~~receive any compensation for their service as Directors~~ of ~~the~~Certain ~~Company~~Beneficial ~~for~~Owners ~~the~~and ~~years~~Management ~~ended~~and ~~December~~Related ~~31,~~Stockholder ~~2022~~Matters.

~~-15-~~The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2023, by (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each of our officers and directors; and (iii) all of our directors and officers as a group.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Name and Address of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percentage Ownership of Common stock (1)
Merle Ferguson 1750 Barbara Lane Encinitas, CA 92024	15,000,000 (2)	51.24%

Richard Kaiser 3419 Virginia Beach Blvd., Suite 252 Virginia Beach, VA 23452	5,088,000 (3)	17.38%

Susan Donohue 1239 Artic Street Antigo, WI 54409	4,970,000 (4)	13.56%

Steve Gagnon 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454	-0- (5)	0%

John LaViolette 2020 General Booth Blvd. ,Unit 230 Virginia Beach, VA 23454	-0- (5)	0%

Sasha Shapiro 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454	-0- (5)	-0-%
All Officers and Directors as a Group (5 persons)	24,088,000	68.62%

~~The following~~(1) ~~table~~Applicable ~~sets~~percentage ~~forth~~ownership ~~certain~~is ~~information~~based ~~regarding~~on ~~the~~29,271,755 ~~beneficial~~shares ~~ownership~~outstanding ~~of our common stock~~ as of December 31, ~~2022~~2023, bythis ~~(i) each~~reflects ~~person~~the ~~who~~post-split isamounts ~~known~~based byon usthe toreverse ~~own~~stock ~~beneficially~~split ~~more~~of ~~than~~1 for 5% ofeffective ~~our~~on ~~outstanding~~February ~~common~~28, ~~stock;~~2020. ~~(ii)~~There ~~each~~are ofno ~~our~~options, ~~officers~~warrants, ~~and~~rights, ~~directors; and~~conversion ~~(iii)~~privilege ~~all~~or ofsimilar ~~our~~right ~~directors~~to ~~and~~acquire ~~officers~~the common stock of the Company outstanding as aof ~~group~~December 31, 2023.

Name and Address of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percentage Ownership of Common stock (1)
Merle Ferguson 1750 Barbara Lane Encinitas, CA 92024	15,000,000 (2)	51.24%
Richard Kaiser 3419 Virginia Beach Blvd., Suite 252 Virginia Beach, VA 23452	5,088,000 (3)	17.38%
Susan Donohue 1239 Artic Street Antigo, WI 54409	4,970,000 (4)	13.56%
Steve Gagnon 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454	-0- (5)	0%
John LaViolette 2020 General Booth Blvd. ,Unit 230 Virginia Beach, VA 23454	-0- (5)	0%
Sasha Shapiro 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454	-0- (5)	-0-%
All Officers and Directors as a Group (5 persons)	24,088,000	68.62%

(2)

Mr. Ferguson owns directly 15,000,000 shares of common stock.

(13) ~~Applicable~~Mr. ~~percentage~~Kaiser ~~ownership~~owns isdirectly ~~based on 29~~5,~~271~~050,~~755~~000 shares ~~outstanding as~~ of ~~December~~common ~~31, 2022, this reflects the post-split amounts based on the reverse~~ stock ~~split~~and ofhe 1owns ~~for~~indirectly ~~5 effective on February 28~~38,000 ~~2020.~~shares ~~There~~beneficially ~~are~~through nohis ~~options~~Company, ~~warrants,~~Yes ~~rights~~International, ~~conversion privilege or similar right to acquire the common stock of the Company outstanding as of December 31, 2022~~Inc.

(24) MrMs. ~~Ferguson~~Donohue owns ~~directly~~her 153,~~000~~970,000 shares beneficially indirectly through her wholly owned companies, TJJR Enterprises, Inc. and Trade Exchange International, Inc. Ms. Donohues is not an officer or director of ~~common~~the ~~stock~~Company.

(35) Mr. ~~Kaiser~~Steve ~~owns~~Gagnon, ~~directly 5~~Co-CEO,~~050,000~~ ~~shares~~and ofMr. ~~common~~John ~~stock~~LaViolette Co-CEO, and heMr. ~~owns~~Sasha ~~indirectly~~Shapiro, 38President,~~000~~ ~~shares~~as ~~beneficially~~of ~~through~~December ~~his Company~~31, ~~Yes~~2023 ~~International,~~these ~~Inc~~gentlemen did not own any of the Company’s stock.

(4) Ms. Donohue owns her 3,970,000 shares beneficially indirectly through her wholly owned companies, TJJR Enterprises, Inc. and Trade Exchange International, Inc. Ms. Donohues is not an officer or director of the Company.-15-

~~(5)~~RECENT ~~Mr.~~SALES ~~Steve~~OF ~~Gagnon,~~UNREGISTERED ~~Co-CEO, and Mr~~SECURITIES. ~~John LaViolette Co-CEO, and Mr. Sasha Shapiro, President, as of December 31, 2023 these gentlemen did not own any of the Company’s stock.~~

~~-16-~~2022 Unregistered Securities

~~RECENT SALES~~The OFCompany ~~UNREGISTERED~~issued ~~SECURITIES~~no unregistered securities in 2022.

~~2021~~ 2023 Unregistered Securities

The Company issued no unregistered securities in ~~2021~~2023.

All securities issuances described above are deemed “restricted securities” within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the “private placement” exemption under Section 4(2) of the Securities Act. Such transactions did not involve a public offering of securities. All purchasers in the private placement had access to information on the Company necessary to make an informed investment decision. The Company has been informed that all purchasers were able to bear the economic risk on investment in the Company. the new shareholders are aware that the securities were not registered under the Securities Act, and cannot be re-offered or re-sold unless they are registered or are qualified for sale pursuant to an exemption from registration. The transfer agent and registrar of the Company will be instructed to mark “stop transfer” on its ledger regarding these shares.

~~2022 Unregistered~~REPORTS ~~Securities~~TO SECURITY HOLDERS

The public may read and copy any materials the Company ~~issued~~files nowith ~~unregistered~~the SEC ~~securities~~at inthe ~~2022~~SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

~~REPORTS~~Mr. Merle Ferguson, the Company’s Chairman paid in 2023 $43,568 and TOhe ~~SECURITY~~paid ~~HOLDERS~~in 2022 $54,315 of the Company’s expenses.

~~The public~~Mr. ~~may~~Richard ~~read~~Kaiser, ~~and copy any materials~~ the Company ~~files with the SEC at the SEC~~’s ~~Public~~CFO ~~Reference~~and ~~Room~~Director atpaid ~~100~~in F2023 ~~Street~~$3, ~~N.E., Room~~038 ~~1580,~~and ~~Washington,~~paid ~~D.C.~~in ~~20549.~~2022 ~~The~~$3,602 ~~public may obtain information on the operation~~ of the ~~Public~~Company’s ~~Reference Room by calling the SEC at 1-800-SEC-0330~~expenses. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

~~ITEM 13~~Mr. ~~Certain~~Merle ~~Relationships~~Ferguson and ~~Related~~Mr. ~~Transactions~~Richard Kaiser are Board Members and ~~Director~~Officers of ~~Independence~~the Company’s wholly-owned subsidiary, Element Global, Inc., a Wyoming Corporation.

MrITEM 14. ~~Merle~~ ~~Ferguson,~~Principal ~~the~~Accounting ~~Company’s~~Fees ~~Chairman paid in 2022 $54,315~~ and ~~he paid in 2021 $45,672 of the Company’s expenses~~Services.

~~Mr. Richard~~Audit ~~Kaiser,~~Related ~~the Company’s CFO and Director paid in 2022 $3,602 and paid in 2021 $3,370 of the Company’s expenses.~~Fees

~~Mr. Merle~~The ~~Ferguson~~aggregate ~~and~~fees ~~Mr.~~billed ~~Richard~~by ~~Kaiser~~BF ~~are~~Borges ~~Board~~CPA ~~Members~~PC for audit and ~~Officers~~review services offor financial statements for the ~~Company’s~~year ~~wholly-owned~~ended ~~subsidiary~~December 31, ~~Element~~2023 ~~Global~~was $38,500 ~~Inc.~~and for the year ended December 31, a ~~Wyoming~~2022 ~~Corporation~~was $36,500.

~~ITEM 14. Principal~~Tax ~~Accounting~~ Fees ~~and Services.~~

~~Audit~~There were no aggregate fees billed by BF Borges CPA PC for professional ~~Related~~services ~~Fees~~rendered for tax services for the fiscal years ended December 31, 2023 and 2022.

The aggregate fees billed by BF Borges CPA PC for audit and review services for financial statements for the year ended December 31, 2022 was $36,500 and for the year ended December 31, 2021 was $29,160.-16-

~~Tax~~ All Other Fees

There were no ~~aggregate~~other fees billed by BF Borges CPA PC for professional service ~~services~~ rendered for ~~tax services for~~ the fiscal years ended December 31, 2023 and 2022, other than as stated under the captions Audit Fees, Audit-Related Fees, and ~~2021~~Tax Fees.

~~-17-~~ITEM 15. Financial Statements and Exhibits.

~~All Other~~Index ~~Fees~~to Financial Statements F-1- F-9

~~There were~~(b) noIndex ~~other~~to fees billed by BF Borges CPA PC for professional service rendered for the fiscal years ended December 31, 2022 and 2021, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax FeesExhibits.

ITEM 15. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit

3.1		Certificate of Incorporation (1)

3.2		Amended Articles of Incorporation (1)

3.3		Bylaws (1)

10.1		Employment Agreement – Merle Ferguson (1)

10.2		Employment Agreement - Kaiser (1)

10.4		Supplier Agreement (Previously filed as Exhibit 10.1 Form 10/A) (1)

31.1		Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.(2)

31.2		Certification Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. (2)

32.1		Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. (2)

32.2		Certification Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.(2)

101		XBRL Instance Document (XBRL tags are embedded within the Inline XBRL document) (2)

~~Index to~~(1) ~~Financial~~Previously ~~Statements F-1-F-9~~filed

(b2) ~~Index~~ toFiled ~~Exhibits.~~herewith

~~Exhibit No. Description of Exhibit~~-17-

~~3.1 Certificate of Incorporation (1)~~SIGNATURES

~~3.2~~In ~~Amended~~accordance ~~Articles~~with ofSection ~~Incorporation~~13 or 15(1d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

~~3.3~~BIOFORCE ~~Bylaws~~NANOSCIENCES ~~(1)~~HOLDINGS, INC.

~~10.1~~Date: ~~Employment~~April ~~Agreement~~01, ~~– Merle Ferguson (1)~~2024

~~10.2~~By: ~~Employment~~/s/ ~~Agreement~~Steve -Gagnon Chief Executive Officer By: /s/ Richard Kaiser ~~(1)~~Richard Kaiser, Director, Chief Financial Officer, Principal Accounting Officer and Secretary

~~10.4 Supplier Agreement (Previously filed as Exhibit 10.1 on Form 10/A)(1)~~-18-

~~31.1~~BIOFORCE ~~Certification~~NANOSCIENCES ~~Chief~~HOLDINGS, ~~Executive Officer pursuant to 18 U~~INC.~~S.C.~~ ~~§1350,~~AND ~~as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.(2)~~SUBSIDAIRY

~~31.2~~FINANCIAL ~~Certification Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. (2)~~REPORTS

~~32.1 Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. (2)~~AT

~~32.2~~DECEMBER ~~Certification Chief Financial Officer pursuant to 18 U.S.C. §1350~~31, ~~as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.(2)~~2023

~~101~~BIOFORCE ~~XBRL~~NANOSCIENCES ~~Instance~~HOLDINGS, ~~Document~~INC. ~~(XBRL~~AND ~~tags are embedded within the Inline XBRL document) (2)~~SUBSIDIARY

~~(1) Previously~~TABLE ~~filed~~OF CONTENTS

(2) Filed herewith

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

Consolidated Balance Sheets at December 31, 2023 and 2022 - Audited	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 - Audited	F-4

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 - Audited	F-5

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023 and 2022- Audited	F-6

Notes to Consolidated Financial Statements	F-7-9

~~SIGNATURES~~F-1

~~In accordance~~Report ~~with Section 13 or 15(d)~~ of ~~the~~Independent ~~Securities~~Registered ~~Exchange~~Public ~~Act of 1934, as amended, the registrant has duly caused this annual report~~Accounting onFirm ~~Form~~(PCAOB ~~10-K~~ID ~~to be signed on its behalf by the undersigned, thereunto duly authorized.~~5041)

~~BIOFORCE NANOSCIENCES~~To ~~HOLDINGS~~the shareholders and the board of directors of BioForce Nanosciences Holdings, ~~INC~~Inc.

~~Date: March~~Opinion ~~28,~~on ~~2023~~ the Financial Statements

~~By:~~We have audited the accompanying consolidated balance sheets of BioForce ~~/s/~~Nanosciences ~~Steve~~Holdings, ~~Gagnon~~Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~Chief~~Substantial Doubt about the Company’s Ability to Continue ~~Executive~~as ~~Officer~~a Going Concern

~~By:~~The accompanying financial statements have been prepared assuming that /the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s/ ~~Richard~~significant ~~Kaiser~~ 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.

~~Richard Kaiser,~~Basis ~~Director,~~for ~~Chief Financial Officer, Principal Accounting Officer and Secretary~~Opinion

~~-18-~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~BIOFORCE~~We conducted our audit in accordance with the standards of the PCAOB. ~~NANOSCIENCES~~Those ~~HOLDINGS~~standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~INC~~whether due to error or fraud. ~~AND~~The ~~SUBSIDAIRY~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~FINANCIAL~~Our ~~REPORTS~~audit ATincluded ~~DECEMBER~~performing 31procedures to assess the risks of material misstatement of the financial statements, ~~2022~~whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~BIOFORCE~~Critical Audit ~~NANOSCIENCES HOLDINGS, INC. AND SUBSIDIARY TABLE OF CONTENTS~~Matter

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
Consolidated Balance Sheets at December 31, 2022 and 2021	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-5
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022 and 2021	F-6
Notes to Consolidated Financial Statements	F-7-9

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

~~F-1~~We determined that there are no critical audit matters.

~~Report~~/S/ ofBF ~~Independent~~Borgers ~~Registered~~CPA ~~Public Accounting Firm (PCAOB ID 5041)~~ PC

~~To the~~BF ~~shareholders~~Borgers ~~and~~CPA ~~the~~PC ~~board~~(PCAOB ofID ~~directors of BioForce Nanosciences Holdings, Inc.~~5041)

~~Opinion on~~We have served as the ~~Financial~~Company’s ~~Statements~~auditor since 2017

~~We have audited the accompanying consolidated balance sheets of BioForce Nanosciences Holdings~~Lakewood, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.CO

~~Substantial~~April ~~Doubt~~01, ~~about the Company’s Ability to Continue as a Going Concern~~2024

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.F-2

~~Basis for~~BioForce ~~Opinion~~Nanosciences Holdings, Inc., and Subsidiary

~~These~~CONSOLIDATED BALANCE financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. SHEETS

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion

December 31,	2023			2022

ASSETS
Current Assets
Cash	$	638		$	734

Total Current Assets		638			734

Total Assets	$	638		$	734

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts Payable and Accrued Expenses	$	2,649		$	398
Accrued Board of Directors Compensation		1,596,517			1,173,517
Due to Related Parties		220,702			174,096

Total Current Liabilities		1,819,868			1,348,011

Total Liabilities		1,819,868			1,348,011

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		158,781,227			158,781,227
Accumulated Deficit		(160,629,729	)		(160,157,776	)

Total Stockholders’ Deficit		(1,819,230	)		(1,347,277	)

Total Liabilities and Stockholders’ Deficit	$	638		$	734

~~Our~~The ~~audit~~accompanying ~~included~~notes ~~performing~~are ~~procedures~~an tointegral ~~assess the risks~~ part of ~~material~~these ~~misstatement~~consolidated ~~of the~~ financial statements~~, whether due to error or fraud, and performing procedures that respond to those risks~~. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~/S/ BF Borgers CPA PC (PCAOB ID 5041)~~F-3

~~We have~~BioForce ~~served~~Nanosciences asHoldings, ~~the~~Inc., ~~Company’s~~and ~~auditor since 2017~~ Subsidiary

~~Lakewood, CO~~ CONSOLIDATED STATEMENTS OF OPERATIONS

March 27, 2023

For the Years Ended December 31,	2023			2022
Sales	$	-		$	-

Cost of Sales		-			-

Gross Profit		-			-

Operating Expenses
Board of Directors Compensation		423,000			423,000
General and Administrative		48,953			62,514

Total Expenses		471,953			485,514

Net Loss	$	(471,953	)	$	(485,514	)

Weighted Average Number of Common Shares - Basic and Diluted		29,271,755			29,271,755

Net Loss Per Common Shares - Basic and Diluted	$	(0.02	)	$	(0.02	)

~~F-2~~The accompanying notes are an integral part of these consolidated financial statements.

~~BioForce Nanosciences Holdings, Inc., and Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS~~F-4

December 31,	2022			2021
ASSETS
Current Assets
Cash	$	734		$	11,105
Prepaid Expenses		-			40
Total Current Assets		734			11,145
Total Assets	$	734		$	11,145
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses	$	398		$	6,313
Accrued Board of Directors Compensation		1,173,517			750,517
Due to Related Parties		174,096			116,178
Total Current Liabilities		1,348,011			873,008
Total Liabilities		1,348,011			873,008
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		158,781,227			158,781,127
Accumulated Deficit		(160,157,776	)		(159,672,262	)
Total Stockholders’ Deficit		(1,347,277	)		(861,863	)
Total Liabilities and Stockholders’ Deficit	$	734		$	11,145

BioForce Nanosciences Holdings, Inc., and Subsidiary

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~CASH ~~an integral part of these condensed consolidated financial statements.~~FLOWS

F-3

For the Years Ended December 31,	2023			2022

Cash Flows from Operating Activities

Net Loss	$	(471,953	)	$	(485,514	)

Changes in Assets and Liabilities:
Prepaid Expenses		-			40
Accounts Payable and Accrued Expenses		2,251			(5,915	)
Accrued Board of Directors Compensation		423,000			423,000

Net Cash Flows Used In Operating Activities		(46,702	)		(68,389	)

Cash Flows from Investing Activities		-			-

Cash Flows from Financing Activities
Capital Contributions		-			100
Proceeds from Related Parties		46,606			57,918

Net Cash Flows Provided by Financing Activities		46,606			58,018

Net Change in Cash		(96	)		(10,371	)

Cash - Beginning of Year		734			11,105

Cash - End of Year	$	638		$	734

Cash Paid During the Year for:
Interest	$	-		$	-
Income Taxes	$	-		$	-

~~BioForce~~The ~~Nanosciences~~accompanying ~~Holdings,~~notes ~~Inc.,~~are ~~and~~an ~~Subsidiary~~integral ~~CONDENSED~~part of ~~CONSOLIDATED~~these ~~STATEMENTS~~consolidated OFfinancial ~~OPERATIONS~~statements.

For the Years Ended December 31,	2022			2021
Sales	$	-		$	-
Cost of Sales		-			-
Gross Profit		-			-
Operating Expenses
Board of Directors Compensation		423,000			423,000
General and Administrative		62,514			78,955
Total Expenses		485,514			501,955
Net Loss	$	(485,514	)	$	(501,955	)
Weighted Average Number of Common Shares -Basic and Diluted		29,271,755			29,271,755
Net Loss Per Common Shares -Basic and Diluted	$	(0.02	)	$	(0.02	)

F-5

~~The~~BioForce ~~accompanying~~Nanosciences ~~notes~~Holdings, ~~are~~Inc., anand ~~integral part of these condensed consolidated financial statements.~~Subsidiary

~~F-4~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

BioForce Nanosciences Holdings, Inc., and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Common Stock				Additional					Total
	$ 0.001 Par				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance - January 1, 2022		29,271,755	$	29,272	$	158,781,127	$	(159,672,262	)	$	(861,863	)

Capital Contribution		-		-		100		-			100

Net Loss		-		-		-		(485,514	)		(485,514	)

Balance - December 31, 2022		29,271,755	$	29,272	$	158,781,227	$	(160,157,776	)	$	(1,347,277	)

For the Years Ended December 31,	2022			2021
	Common Stock						Additional					Total
Cash Flows from Operating Activities
	$ 0.001 Par						Paid-In		Accumulated			Stockholders’
Net Loss	$	(485,514	)	$	(501,955	)
	Shares			Amount			Capital		Deficit			Deficit
Changes in Assets and Liabilities:
Balance - January 1, 2023		29,271,755		$	29,272		$	158,781,227	$	(160,157,776	)	$	(1,347,277	)
Prepaid Expenses		40			(40	)
Net Loss		-			-			-		(471,953	)		(471,953	)
Accounts Payable and Accrued Expenses		(5,915	)		1,223
Balance - December 31, 2023		29,271,755		$	29,272		$	158,781,227	$	(160,629,729	)	$	(1,819,230	)
Accrued Board of Directors Compensation		423,000			423,000
Net Cash Flows Used In Operating Activities		(68,389	)		(77,772	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities
Capital Contributions		100			-
Proceeds from Related Parties		57,918			49,012
Net Cash Flows Provided by Financing Activities		58,018			49,012
Net Change in Cash		(10,371	)		(28,760	)
Cash - Beginning of Year		11,105			39,865
Cash - End of Year	$	734		$	11,105
Cash Paid During the Year for:
Interest	$	-		$	-
Income Taxes	$	-		$	-

The accompanying notes are an integral part of these ~~condensed~~ consolidated financial statements.

F-56

~~BioForce~~BIOFORCE ~~Nanosciences~~NANOSCIENCES ~~Holdings~~HOLDINGS, ~~Inc~~INC., ~~and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2022~~ AND ~~2021~~SUBSIDIARY

	Common Stock				Additional					Total
	$ 0.001 Par				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2021		29,271,755	$	29,272	$	158,781,127	$	(159,170,307	)	$	(359,908	)
Net Loss		-		-		-		(501,955	)		(501,955	)
Balance - December 31, 2021		29,271,755	$	29,272	$	158,781,127	$	(159,672,262	)	$	(861,863	)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Common Stock				Additional					Total
	$ 0.001 Par				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2022		29,271,755	$	29,272	$	158,781,127	$	(159,672,262	)	$	(861,863	)
Capital Contribution		-		-		100		-			100
Net Loss		-		-		-		(485,514	)		(485,514	)
Balance - December 31, 2022		29,271,755	$	29,272	$	158,781,227	$	(160,157,776	)	$	(1,347,277	)

NOTE 1 – Organization & Description of Business

The ~~accompanying~~Company ~~notes~~was ~~are~~incorporated anin ~~integral~~the ~~part~~State of ~~these~~Nevada ~~condensed~~on ~~consolidated~~December ~~financial~~10, 1999 ~~statements~~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. On October 15, 2020, the Company’s wholly-owned subsidiary changed its name from Element Acquisition Corporation, a Wyoming corporation, to BioForce Nanosciences Holdings, Inc, a Wyoming corporation. On December 14, 2021, the Company’s wholly-owned subsidiary changed its name from BioForce Nanosciences Holdings, Inc., a Wyoming corporation to Element Global 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.

~~F-6~~NOTE 2 – Summary of Significant Accounting Policies

~~BIOFORCE NANOSCIENCES~~Basis ~~HOLDINGS,~~of ~~INC., AND SUBSIDIARY~~Presentation

~~NOTES~~The Company’s consolidated financial statements have been prepared TOand ~~THE~~presented ~~CONDENSED~~in ~~CONSOLIDATED~~conformity ~~UNAUDITED~~with ~~FINANCIAL~~accounting ~~STATEMENTS~~ principles generally accepted in the United States of America (“U.S. GAAP”).

~~NOTE 1~~Principles ~~– Organization & Description~~ of ~~Business~~Consolidation

The ~~Company~~ ~~was~~consolidated ~~incorporated~~financial instatements ~~the~~include ~~State of Nevada on December 10, 1999 as Silver River Ventures, Inc. On February 24, 2006,~~ the ~~Company completed~~accounts ~~the acquisition~~ of ~~BioForce~~ Bioforce Nanosciences Holdings, Inc. ~~(“BioForce”)~~, ~~a Delaware corporation,~~ and ~~changed~~its ~~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~~. On October 15~~, ~~2020, the Company’s wholly-owned subsidiary changed its name from~~ Element ~~Acquisition Corporation~~Global, ~~a Wyoming corporation, to BioForce Nanosciences Holdings,~~ Inc., a Wyoming corporation~~. On December 14~~, ~~2021,~~ (the “Company~~’s wholly-owned subsidiary changed its name from BioForce Nanosciences Holdings, Inc~~”).~~, a Wyoming corporation to Element Global Inc., a Wyoming~~ ~~corporation.~~All ~~The~~significant ~~Company’s~~inter-company ~~mission~~balances ishave tobeen ~~become~~eliminated ~~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~~consolidation.

~~NOTE 2~~Use ~~– Summary~~ of ~~Significant Accounting Policies~~Estimates

~~Basis~~The preparation of financial statements in conformity with generally accepted accounting principles in the United States of ~~Presentation~~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.

~~The Company’s~~Earnings ~~consolidated financial statements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America~~ (~~“U.S. GAAP”~~Loss). per Share

~~Principles~~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 ~~Consolidation~~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.

The condensed consolidated financial statements include the accounts of Bioforce Nanosciences Holdings, Inc., and its wholly owned subsidiary, Element Global, Inc., a Wyoming corporation, (the “Company”). All significant interStock-~~company~~Based ~~balances have been eliminated in consolidation.~~ Compensation

~~Use~~We account for employee and non-employee stock-based compensation in accordance with the guidance of ~~Estimates~~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.

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.F-7

~~Earnings (Loss)~~BIOFORCE ~~per~~NANOSCIENCES ~~Share~~HOLDINGS, INC., AND SUBSIDIARY

~~Earnings (loss)~~NOTES ~~per~~TO ~~share~~THE ~~of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings~~CONSOLIDATED ~~(loss)~~FINANCIAL 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.STATEMENTS

~~F-7~~NOTE 2 – Summary of Significant Accounting Policies (continued)

~~BIOFORCE NANOSCIENCES~~Fair ~~HOLDINGS,~~Value ~~INC.,~~of ~~AND~~Financial ~~SUBSIDIARY~~Instruments

~~NOTES~~The estimated fair values for financial instruments are determined TOat ~~THE~~discrete ~~CONDENSED~~points ~~CONSOLIDATED~~in ~~UNAUDITED~~time ~~FINANCIAL~~based ~~STATEMENTS~~ 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.

~~NOTE 2~~Revenue ~~– Summary of Significant Accounting Policies - continued~~Recognition

~~Stock~~The Company implemented ASC 606, Revenue from Contracts with Customers.These included the development of new policies based on the five-~~Based~~step model provided in the new revenue standard, ongoing ~~Compensation~~ contract review requirements, and gathering of information provided for disclosures.

~~We account~~The ~~for~~Company ~~employee~~recognizes revenue and ~~non-employee~~cost ~~stock-based~~of ~~compensation~~goods insold ~~accordance~~from ~~with~~product sales ~~the~~or ~~guidance~~services rendered when control of ~~FASB~~the ~~ASC~~promised ~~Topic~~goods ~~718, Compensation—Stock Compensation, which~~are ~~requires~~transferred ~~all~~to ~~share-based~~our ~~payments,~~clients ~~including~~in ~~grants~~an ofamount ~~stock~~that ~~options,~~reflects the consideration to which we expect to be ~~recognized~~entitled in exchange for those goods and services. To achieve this core principle, we apply the ~~financial~~following five ~~statements~~steps: ~~based~~identify onthe ~~their~~contract ~~fair~~with ~~values. The~~the ~~fair~~client, ~~value~~identify of the ~~equity~~performance ~~instrument~~obligations isin ~~charged~~the ~~directly~~contract, todetermine ~~compensation~~the ~~expense~~transaction ~~and~~price, allocate ~~credited~~the transaction price to ~~additional~~performance ~~paid-~~obligations in ~~capital~~the ~~over~~contract ~~the~~and ~~period~~recognize ~~during~~revenues ~~which~~when ~~services~~or ~~are~~as ~~rendered~~the Company satisfies a performance obligation.

~~Fair Value~~NOTE of3 ~~Financial~~– ~~Instruments~~Recently Issued Accounting Standards

The ~~estimated~~ ~~fair~~Company ~~values~~has ~~for~~implemented ~~financial~~all ~~instruments~~new accounting pronouncements that are ~~determined~~in ateffect ~~discrete~~and ~~points~~is inevaluating ~~time~~any ~~based~~that onmay ~~relevant~~impact ~~market~~its ~~information~~financial statements, including the new lease standard. The ~~These~~Company does ~~estimates~~not ~~involve~~have ~~uncertainties~~any leases and ~~cannot~~does benot ~~determined~~believe ~~with~~that ~~precision.~~there ~~The~~are ~~carrying~~any ~~amounts~~other ~~of accounts~~new ~~payable~~accounting ~~and~~pronouncements ~~accrued~~that ~~liabilities~~have been issued that might have ~~approximate~~a ~~fair~~material ~~value~~impact ~~given~~on ~~their~~its ~~short-term~~financial ~~nature~~position or ~~effective~~results ~~interest~~of ~~rates~~operations.

~~Revenue Recognition~~NOTE 4 – Going Concern

The Company’s ~~implemented~~consolidated ~~ASC~~financial ~~606,~~statements ~~Revenue~~have ~~from~~been ~~Contracts~~presented on ~~with~~the ~~Customers. These~~basis ~~included~~that it is a going concern, which contemplates the ~~development~~realization of ~~new~~assets ~~policies~~and ~~based on~~ the ~~five-step~~satisfaction ~~model~~of ~~provided~~liabilities in the ~~new~~normal course ~~revenue~~of ~~standard,~~business. ~~ongoing~~The ~~contract~~Company ~~review~~has ~~requirements,~~reported recurring losses from operations and ~~gathering~~has ofnet ~~information~~current ~~provided~~liabilities and an accumulated deficit. ~~for~~These ~~disclosures~~conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

~~The~~While the Company ~~recognizes~~is ~~revenue~~attempting ~~and~~to ~~cost~~continue ofoperations ~~goods~~and ~~sold~~generate revenues, ~~from~~the ~~product~~Company’s ~~sales~~cash orposition ~~services~~may ~~rendered~~not ~~when~~be ~~control~~significant ofenough to support the ~~promised~~Company’s ~~goods~~daily ~~are~~operations. Management ~~transferred~~believes tothat ~~our~~the ~~clients~~actions inpresently anbeing ~~amount~~taken ~~that~~to ~~reflects~~further implement the ~~consideration~~Company’s business plan; to ~~which~~expand wesales ~~expect~~with toa bedynamic marketing ~~entitled~~campaign inand ~~exchange~~generate revenues provide the opportunity for ~~those~~the ~~goods~~Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and ~~services.~~in Toits ~~achieve~~ability ~~this~~to ~~core~~raise ~~principle~~additional funds, wethere ~~apply~~can ~~the~~be ~~following~~no ~~five~~assurances ~~steps:~~to ~~identify~~that effect. The ability of the ~~contract~~Company ~~with~~to continue as a going concern is dependent upon the ~~client,~~Company’s ~~identify~~ability to further implement its ~~the~~business ~~performance~~plan ~~obligations~~and ingenerate revenues. During the ~~contract~~year ended December 31, ~~determine~~2023 ~~the~~due ~~transaction~~to ~~price,~~lack ~~allocate~~of revenues the ~~transaction~~officers ~~price~~of tothe ~~performance~~Company ~~obligations~~paid infor ~~the~~all ~~contract~~expenses ~~and~~through ~~recognize~~loans ~~revenues~~to ~~when~~the orCompany. This asallowed the Company ~~satisfies~~to continue as a ~~performance~~going ~~obligation~~concern.

~~NOTE 3 – Recently Issued Accounting Standards~~F-8

~~The Company~~BIOFORCE ~~has~~NANOSCIENCES ~~implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements~~HOLDINGS, ~~including~~ ~~the new lease standard~~INC., ~~The~~AND 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.SUBSIDIARY

~~NOTE 4~~NOTES –TO ~~Going~~THE ~~Concern~~ CONSOLIDATED FINANCIAL STATEMENTS

~~The Company’s~~NOTE ~~consolidated~~5 ~~financial~~– ~~statements~~Related ~~have~~Party 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.Transactions

~~While the~~The Company ~~is attempting to continue operations and generate revenues, the Company~~’s ~~cash~~Director, ~~position~~Secretary 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~~Acting ~~revenues~~CFO, ~~provide~~Richard ~~the opportunity for~~Kaiser, ~~the~~is ~~Company to continue as a going concern. While~~ the ~~Company~~operator ~~believes in the viability~~ of ~~its~~Yes ~~strategy to generate revenues and in its ability to raise additional funds~~International, ~~there~~a ~~can~~full-service beinvestor norelations ~~assurances to that effect~~firm. ~~The~~He ~~ability~~handles duties of the Company toregarding ~~continue~~his asofficer capacities aas ~~going concern is dependent upon~~ the ~~Company’s~~Secretary ~~ability to further implement its business plan~~ and ~~generate~~Acting ~~revenues. During the year ended December 31~~CFO, ~~2022~~but ~~due~~also toprovides ~~lack~~investor ofrelations ~~revenues~~services ~~the~~through ~~officers~~Yes ofInternational ~~the Company paid~~ for ~~all expenses through loans to~~ the Company~~. This~~ ~~allowed~~at ~~the~~no ~~Company to continue as a going concern~~charge.

~~F-8~~During the years ended December 31, 2023 and 2022, two board of directors paid expenses of the Company in the amount of $46,606 and $57,918, respectively. Due to related parties was $220,702 and $174,096 at December 31, 2023 and 2022, respectively.

~~BIOFORCE NANOSCIENCES~~NOTE ~~HOLDINGS,~~6 ~~INC.,~~– ~~AND SUBSIDIARY~~Stock

~~NOTES TO~~Preferred ~~THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS~~Stock

~~NOTE~~Preferred stock consists of 100,000,000 shares authorized at $0.001 5par –value. ~~Related~~10,000,000 ~~Party~~of ~~Transactions~~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, 2023 and 2022, there were -0- Series A Preferred shares issued and outstanding.

~~The Company’s~~Common 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.Stock

~~During the~~Common ~~years~~stock ~~ended~~consists ~~December~~of 31900, ~~2022 and 2021~~000,000 ~~two~~shares ~~board~~authorized ofat ~~directors~~$0.001 ~~paid~~par value. On ~~expenses~~November of25, ~~the~~2019, ~~Company in~~ the ~~amount~~board of ~~$57,917~~directors ~~and~~approved ~~$49,012, respectively.~~a ~~Due~~5 to ~~related~~1 ~~parties~~reverse ~~was~~split. ~~$174~~At December 31,~~096~~ 2023 and ~~$116~~2022,~~178~~ atthere ~~December~~were 3129,271,755 shares ~~2022~~issued and ~~December 31~~outstanding, ~~2021,~~ respectively.

~~NOTE 6 – Stock~~F-9

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, 2022 and 2021, there were -0- Series A Preferred shares issued and outstanding.

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 December 31, 2022 and 2021, there were 29,271,755 shares issued and outstanding, respectively.

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.

F-9

Filing Compare · BIOFORCE NANOSCIENCES HOLDINGS, INC.