OTC: BFNH
BIOFORCE NANOSCIENCES HOLDINGS, INC.CIK 0001310488 · Lab Analytical Instruments
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… About this business →
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About BIOFORCE NANOSCIENCES HOLDINGS, INC.
Source: Item 1 (Business) from the 10-K filed April 15, 2026. Description as filed by the company with the SEC.
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 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.
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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 $36.0 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 2022 and 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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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. These rules could change, however.
Wholly-owned Subsidiary
Element Global, Inc., a Wyoming Corporations is a wholly-owned subsidiary
of BioForce Nanosciences Holdings, Inc., Mr. Merle Ferguson and Mr. Richard Kaiser are Board of Directors of the wholly-owned subsidary,
Element Global, Inc..
Reverse Stock Split
On December 2, 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.
Memorandum of Understanding ("MOU")
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 Appointments
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.
Employees
The Company has three full time employees, Mr. Merle Ferguson, its
Chairman, Mr. Richard Kaiser, its CFO and Secretary, and Mr. Steve Gagnon, Co-CEO.
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.