Executive Summary / Key Takeaways

• Highly Speculative Venture: BioForce Nanosciences Holdings, Inc. (BFNH) has pivoted to the nutritional supplement market with its BioForce Eclipse product, but has reported zero sales revenue for the three and six months ended June 30, 2025, and comparable periods in 2024, indicating a complete lack of operational traction.
• Severe Liquidity Crisis & Going Concern: The company operates with minimal cash, significant accumulated deficits, and relies heavily on loans from related parties to cover expenses, raising substantial doubt about its ability to continue as a going concern.
• Absence of Proprietary Technology: Unlike its historical, albeit failed, nano-technology ventures, BFNH's current nutritional supplement business is based on a private label model where the distributor owns the product formula, leaving the company without a proprietary technological moat in a highly competitive industry.
• Strategic Ambitions vs. Operational Reality: BFNH outlines plans for dynamic marketing and potential acquisitions in unrelated sectors (media, entertainment, sports), yet these ambitions are currently unfunded by internal revenue generation and are set against a backdrop of dire financial performance.
• Critical Need for Capital & Execution: The investment thesis hinges entirely on BFNH's ability to secure significant additional financing and successfully execute its business plan to generate revenue, a challenge compounded by identified material weaknesses in internal financial controls.

A Phoenix's Fledgling Flight in Supplements

BioForce Nanosciences Holdings, Inc. (BFNH) presents a compelling, albeit high-risk, narrative of corporate transformation. Incorporated in 1999, the company initially ventured into the specialized field of nano-particular measurement devices and molecular printers. This early chapter, however, concluded with a lack of profitability, leading to the bankruptcy and divestiture of its core technology to an unrelated third party. This foundational failure necessitated a dramatic strategic pivot.

Around 2015, under new management, BFNH redirected its mission towards the burgeoning nutritional supplement market. The company's current focus is on becoming a provider of natural vitamins, minerals, and other nutritional supplements, powders, and beverages, targeting active individuals across all age ranges. Its flagship product in this new direction is the BioForce Eclipse powder multivitamin and mineral supplement. This product is marketed under a private label arrangement, with the company utilizing a manufacturer in Virginia and operating on consignment terms, paying for products only upon sale.

Crucially, BFNH’s current business model does not feature proprietary technology or unique scientific formulations. The company explicitly states that its distributor owns the rights to the BioForce Eclipse product formula. This contrasts sharply with its past, where technological differentiation was central to its original, ultimately unsuccessful, nano-sciences endeavor. In the highly competitive nutritional supplement industry, the absence of a proprietary technological moat means BFNH must rely heavily on brand recognition, marketing effectiveness, and distribution prowess to carve out market share. The broader industry, meanwhile, is seeing trends towards personalized nutrition, often leveraging AI, and increasing demand for natural, science-backed products. These trends could place BFNH at a disadvantage without a strong R&D pipeline or unique product innovation.

The Competitive Arena: A Battle for Shelf Space and Mindshare

BFNH operates in a crowded and intensely competitive nutritional supplements market. Its direct competitors include established players like Herbalife (HLF), Nu Skin Enterprises (NUS), Nature's Sunshine Products (NATR), and Mannatech (MTEX), all of whom possess significantly greater scale, brand recognition, and financial resources. BFNH's strategy of focusing on private label products for mass retailers and online channels positions it as a more accessible option compared to the direct-selling models prevalent among some rivals.

BFNH's private label expertise and planned broad retail distribution are potential strengths. These could offer cost efficiencies in manufacturing and potentially foster customer loyalty through customized retail offerings, allowing it to adapt to market needs more quickly. This approach could also provide broader market positioning through diverse retail partnerships, potentially reaching customers without the higher acquisition costs associated with direct sales networks. However, BFNH's smaller scale is a significant disadvantage. This could lead to higher per-unit costs and reduced profitability compared to larger competitors who benefit from economies of scale.

A direct comparison of financial performance underscores BFNH's precarious position. For the trailing twelve months (TTM), BFNH reported $0.00 in revenue and corresponding 0.00% gross, operating, and net profit margins. In stark contrast, competitors like Herbalife reported a 2024 gross profit margin of 78% and an operating profit margin of 8%. Nature's Sunshine Products showed a 71% gross profit margin and a 4% operating profit margin in 2024. Even Nu Skin Enterprises, which reported negative operating and net profit margins in 2024, still generated substantial revenue and gross profit. This severe disparity highlights BFNH's complete lack of operational revenue and its struggle to compete effectively against well-capitalized and established industry players. The reliance on a distributor for the product formula also introduces a supply chain dependency, potentially hindering BFNH's ability to control costs or innovate compared to rivals with integrated R&D and manufacturing capabilities.

Financial Performance: A Stark Reality of Zero Revenue and Mounting Losses

The financial statements for BioForce Nanosciences Holdings, Inc. paint a challenging picture. For both the three and six months ended June 30, 2025, and the corresponding periods in 2024, the company reported no sales revenue from its BioForce Eclipse vitamin supplement product. This means BFNH sold zero units of its primary offering during these critical periods, resulting in $0.00 in gross profit.

Despite the complete absence of revenue, operating expenses continued to accumulate. For the three months ended June 30, 2025, total operating expenses were $122,781, up from $114,440 in the prior year, primarily due to higher general and administrative expenses. For the six months ended June 30, 2025, total operating expenses reached $256,238, an increase from $245,253 in the same period of 2024, attributed to higher professional services expenses. The net loss for the six months ended June 30, 2025, significantly widened to $1.06 million, compared to $245,253 in the prior year. This substantial increase was largely driven by an $801,193 Loss on Liability Settlement recorded from the issuance of common stock to satisfy accrued officer and director fees. These recurring losses have contributed to a staggering accumulated deficit of $162.18 million as of June 30, 2025.

Liquidity and Capital Resources: A Tightrope Walk on Related-Party Loans

BFNH's liquidity position is severely constrained, raising fundamental questions about its long-term viability. As of June 30, 2025, the company's total assets amounted to a mere $905, consisting entirely of cash. Against this, total liabilities stood at $384,928, resulting in a working capital deficit of $384,023. The company's cash position is clearly insufficient to support daily operations or fund any meaningful growth initiatives.

The company's survival has been entirely dependent on external financing, primarily from related parties. For the six months ended June 30, 2025, net cash provided by financing activities was $43,151, entirely from proceeds from related parties. Notably, officers of the company paid for all expenses through loans to the company due to the lack of revenues. Merle Ferguson, the Chairman, advanced an additional $11,000 to the company on August 1, 2025, for operational and professional service expenses, and also loaned $40,000 during the first half of 2025. A significant event in capital management occurred on January 24, 2025, when the Board approved the issuance of 4.25 million shares of common stock to Mr. Ferguson to settle $2.17 million in accrued compensation and other liabilities. This transaction, valued at $2.98 million at the time of issuance, reduced "Due to Related Parties" from $274,101 at December 31, 2024, to $57,213 at June 30, 2025, but resulted in the aforementioned substantial loss on liability settlement. The company explicitly states that it needs additional capital for its business plan and continuing operations, acknowledging that current revenues are insufficient to cover expenses.

Strategic Initiatives and Outlook: A Blueprint Without Sales

Despite its dire financial state, BFNH outlines several strategic initiatives aimed at achieving future growth. The company is actively working on establishing a "dynamic marketing campaign" to build brand awareness for its BioForce Eclipse product. Current marketing efforts include social media and telemarketing, with plans to expand into direct marketing and Business-to-Business (B2B) sales campaigns across the United States. BFNH intends to target a wide array of retail channels, including health food stores, sporting goods retailers, supermarkets, mass merchandisers, and online platforms like Amazon. The ambition is to expand the BioForce Eclipse powder into households nationwide and approach "thousands of direct outlets" such such as grocery stores, pharmacies, and medical clinics.

Beyond its core supplement business, BFNH has also pursued diversification through its wholly-owned subsidiary, Element Global, Inc. This subsidiary, formed in May 2020, is tasked with pursuing potential acquisitions in the media, entertainment, media technology, and sports sectors. As of the latest filing, a Memorandum of Understanding (MOU) to acquire assets from an unrelated Utah corporation also named Element Global, Inc., remains active. However, no specific financial targets, timelines, or quantifiable benefits from these strategic initiatives or the potential acquisition have been disclosed. Management anticipates incurring additional losses before realizing revenue growth and remains dependent on securing further financing to meet its ongoing obligations and ultimately achieve profitability.

Risks to the Investment Thesis: A High-Stakes Gamble

The investment thesis for BFNH is fraught with significant risks, primarily centered on its ability to achieve financial viability. The most pressing concern is the going concern risk, explicitly highlighted by management and the independent auditors. The company's recurring losses, net current liabilities, and accumulated deficit create substantial doubt about its ability to continue operations without significant external capital.

Another critical risk stems from the company's operational model: dependency on its private label distributor for the BioForce Eclipse product formula. This arrangement means BFNH does not own the intellectual property for its primary product, potentially limiting its control over product development, cost structure, and long-term competitive positioning. Furthermore, the company has identified material weaknesses in its internal control over financial reporting. These include inadequate segregation of duties within its cash disbursement control design and a lack of review over the financial reporting process, which could lead to undetected material misstatements. The absence of proprietary technology in its current business model also means BFNH lacks a defensible competitive moat, making it vulnerable to more innovative or larger, cost-efficient players in the crowded supplement market.

Conclusion

BioForce Nanosciences Holdings, Inc. represents a highly speculative investment proposition, defined by its ambitious pivot into the nutritional supplement market following a failed technological venture. The company's current reality is stark: a complete absence of revenue from its BioForce Eclipse product, coupled with mounting losses and an acute dependence on related-party financing to sustain operations. While BFNH articulates a vision for broad market penetration and even diversification into unrelated sectors, these strategic aspirations are currently unfunded by internal cash flow and are overshadowed by severe liquidity constraints and a formal going concern warning.

For investors, the central narrative is one of extreme risk and potential, where the potential is entirely contingent on a dramatic and rapid turnaround in sales execution and capital raising. The lack of proprietary technology in its core product further exacerbates its competitive challenges against larger, more established rivals. BFNH's future hinges on its ability to not only secure substantial additional financing but also to effectively implement its marketing and sales strategies to finally generate meaningful revenue. Until concrete operational traction and a sustainable financial footing are demonstrated, BFNH remains a high-stakes gamble in the investment landscape.