BIOFORCE NANOSCIENCES HOLDINGS, INC. (Form: 10-Q, Received: 05/04/2020 11:39:57)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-51074

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BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Nevada		74-3078125
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2020 General Booth Blvd., Unit 230 Virginia Beach, VA		23454
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 757-306-6090

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] 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 [X ] No [ ]

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

Large accelerated filer [ ]

Non-accelerated filer [X]

Emerging growth company [ ]

Accelerated filer [ ]

Smaller reporting company [X]

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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 Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At May 1, 2020 the registrant had outstanding 15,271,755 shares of common stock, par value $0.001 per share post split one-for-five (1-for-5) reverse stock-split which became effective on February 28, 2020.

TABLE OF CONTENTS


PART I
Item 1.	Condensed Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mining Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOFORCE NANOSCIENCES HOLDINGS, INC.

FINANCIAL REPORTS

MARCH 31, 2020

INDEX TO FINANCIAL STATEMENTS


Balance Sheets at March 31, 2020 (Unaudited) and December 31, 2019	4
Statements of Operations for the Three Months Ended March 31, 2020 and 2019 - Unaudited	5
Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 - Unaudited	6
Statements of Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019 - Unaudited	7
Notes to the Unaudited Financial Statements	8-11

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BioForce Nanosciences Holdings, Inc.

BALANCE SHEETS - UNAUDITED


	March 31,	December 31,
	2020	2019
ASSETS
Current Assets
Cash	$ 46,865	$ 52,895
Prepaid Expenses	4,500	6,000

Total Current Assets	51,365	58,895

Total Assets	$ 51,365	$ 58,895


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable and Accrued Expenses	$ 782	$ 10,248
Accrued Board of Directors Compensation	9,690	—
Due to Related Parties	33,604	—
Stock Payable	—	1,339

Total Current Liabilities	44,076	11,587

Total Liabilities	44,076	11,587

Commitments and Contingencies (Note 8)

Stockholders' Equity
Preferred Stock - $0.001 Par; 90,000,000 Shares Authorized, -0- Issued	—	—
Preferred Stock - Series A: $0.001 Par; 10,000,000 Shares Authorized,
2,000,000 and -0- Issued and Outstanding, Respectively	2,000	—
Common Stock - $0.001 Par; 900,000,000 Shares Authorized,
15,271,755 and 15,270,588 Issued and Outstanding, Respectively	15,272	15,271
Additional Paid-In-Capital	158,793,127	793,789
Accumulated Deficit	(158,803,110)	(761,752)

Total Stockholders' Equity	7,289	47,308

Total Liabilities and Stockholders' Equity	$ 51,365	$ 58,895

The accompanying notes are an integral part of these financial statements

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BioForce Nanosciences Holdings, Inc.

STATEMENTS OF OPERATIONS - UNAUDITED


For the Three Months Ended March 31,	2020	2019

Sales	$ —	$ 5,850

Cost of Sales	—	4,160

Gross Profit	—	1,690

Operating Expenses
Board of Directors Compensation	158,009,690	—
General and Administrative	31,668	14,542

Total Expenses	158,041,358	14,542

Loss Before Income Tax Expense	(158,041,358)	(12,852)

Income Tax Expense	—	—

Net Loss for the Period	$(158,041,358)	$ (12,852)

Weighted Average Number of Common Shares - Basic and Diluted	15,271,047	15,262,406

Net Loss for the Period Per Common Shares - Basic and Diluted	$ (10.35)	$ (0.00)

The accompanying notes are an integral part of these financial statements

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BioForce Nanosciences Holdings, Inc.

STATEMENTS OF CASH FLOWS - UNAUDITED


For the Three Months Ended March 31,	2020	2019

Cash Flows from Operating Activities

Net Loss for the Period	$ (158,041,358)	$ (12,852)

Non-Cash Adjustments:
Preferred Stock Issued for Current Year Board of Directors Compensation	158,000,000	—
Changes in Assets and Liabilities:
Accounts Receivable	—	(115)
Prepaid Expenses	1,500	—
Accounts Payable and Accrued Expenses	(9,466)	5,532
Accrued Board of Directors Compensation	9,690	—

Net Cash Flows Used In Operating Activities	(39,634)	(7,435)

Cash Flows from Investing Activities	—	—

Cash Flows from Financing Activities
Due to Related Parties	33,604	—
Capital Contributions - Directors	—	13,163

Net Cash Flows Provided by Financing Activities	33,604	13,163

Net Change in Cash	(6,030)	5,728

Cash - Beginning of Period	52,895	29,392

Cash - End of Period	$ 46,865	$ 35,120

Cash Paid During the Period for:
Interest	$ —	$ —
Income Taxes	$ —	$ —

Supplemental Disclosures of Non Cash Investing and Financing Activities:
Common Stock Issued to Pay Accounts Payable	$ 1,339	$ 4,080

The accompanying notes are an integral part of these financial statements

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BioForce Nanosciences Holdings, Inc.

STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 - UNAUDITED


	Common Stock		Preferred Stock - A		Additional		Total
	$ 0.001 Par		$ 0.001 Par		Paid-In	Accumulated	Stockholders'
For the Three Months Ended March 31, 2019	Shares	Amount	Shares	Amount	Capital	Deficit	Equity

Balance - January 1, 2019	15,261,718	$ 15,262	—	$ —	$ 729,756	$ (715,214)	$ 29,804

Capital Contributions - Directors	—	—	—	—	13,163	—	13,163

Common Stock Issued for Product Payment	925	1	—	—	4,079	—	4,080

Net Loss for the Period	—	—	—	—	—	(12,852)	(12,852)

Balance - March 31, 2019	15,262,643	$ 15,263	—	$ —	$ 746,998	$ (728,066)	$ 34,195

	Common Stock		Preferred Stock - A		Additional		Total
	$ 0.001 Par		$ 0.001 Par		Paid-In	Accumulated	Stockholders'
For the Three Months Ended March 31, 2020	Shares	Amount	Shares	Amount	Capital	Deficit	Equity

Balance - January 1, 2020	15,270,588	$ 15,271	—	$ —	$ 793,789	$ (761,752)	$ 47,308

Common Stock Issued for Product Payment - Stock Payable	1,167	1	—	—	1,338	—	1,339

Preferred Shares Issued for Services	—	—	2,000,000	2,000	157,998,000	—	158,000,000

Net Loss for the Period	—	—	—	—	—	(158,041,358)	(158,041,358)

Balance - March 31, 2020	15,271,755	$ 15,272	2,000,000	$ 2,000	$ 158,793,127	$(158,803,110)	$ 7,289

The accompanying notes are an integral part of these financial statements

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BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 – Organization & Description of Business

The Company was incorporated in the State of Nevada on December 10, 1999 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. The acquisition was made pursuant to an agreement entered into on November 30, 2005 ("Merger Agreement"), whereby we agreed to merge our newly created, wholly owned subsidiary, Silver River Acquisitions, Inc., with and into BioForce, with BioForce being the surviving entity. 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.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed balance sheet at March 31, 2020, has been derived from audited financial statements and the unaudited condensed financial statements as of March 31, 2020 and 2019, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results of operations expected for the year ending December 31, 2020.

Use of Estimates

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.

Cash

At March 31, 2020 and December 31, 2019, the Company’s cash consisted of the following:


	March 31,	December 31,
	2020	2019

Checking Account	$ 46,260	$ 52,290
Cash on Hand	605	605

Total Cash	$ 46,865	$ 52,895

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BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Earnings (Loss) per Share

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 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.

Stock-Based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Fair Value of Financial Instruments

The estimated fair values for financial instruments are determined at discrete points in time based 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.

Revenue Recognition

Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers. 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. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are 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: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

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BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 3 – Recently Issued Accounting Standards

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

NOTE 4 – Going Concern

The Company’s financial statements have 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. As a result, there is an accumulated deficit at March 31, 2020 and December 31, 2019.

While the Company is attempting to continue operations and generate revenues, the Company’s cash position 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 revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

NOTE 5 – Prepaid Expenses

Prepaid expenses consist of the following at March 31, 2020 and December 31, 2019:


	March 31,	December 31,
	2020	2019

Consulting Fees	$ 4,500	$ ––
Audit Fees	––	6,000

Total Prepaid Expenses	$ 4,500	$ 6,000

NOTE 6 – Related Party Transactions

The Company’s 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.

During the three months ended March 31, 2020 and 2019, two (2) board of directors paid all expenses of the Company in the amount of $33,604 and $13,163, respectively. Due to related parties was $33,604 at March 31, 2020. The amount paid during the three months ended March 31, 2019 will not be reimbursed therefore, additional paid in capital was increased by $13,163 for the three months ended March 31, 2019.

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BIOFORCE NANOSCIENCES HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 7 – Stock

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 which 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 March 31, 2020 and December 31, 2019 there were 2,000,000 and -0- Series 'A' Preferred shares issued and outstanding, respectively. During the three months ended March 31, 2020, 2,000,000 shares were issued to two (2) of the board of directors for compensation in the amount of $158,000,000. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date, multiplied by the conversion rate to common.

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. The reverse has been retrospectively accounted for at January 1, 2019 in the statements of changes in stockholders’ equity. At March 31, 2020 and December 31, 2019 there were 15,271,755 and 15,270,588 shares issued and outstanding, respectively.

During the three months ended March 31, 2020, the Company issued 1,167 shares of common stock in exchange for product payment that was recorded in stock payable in the amount of $1,339 at December 31, 2019. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.

During the three months ended March 31, 2019, the Company issued 925 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $4,080. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.

NOTE 8 – Commitments and Contingencies

The Company has no commitments and contingencies.

NOTE 9 – Risks and Uncertainties

For the three months ended March 31, 2019 the Company’s sales were with one (1) customer and amounted to $5,850. For the three months ended March 31, 2019, the Company’s purchases were with one (1) vendor and amounted to $4,160.

NOTE 10 – Subsequent Events

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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

·our future strategic plans

·our future operating results;

·our business prospects;

·our contractual arrangements and relationships with third parties;

·the dependence of our future success on the general economy;

·our possible future financing; and

·the adequacy of our cash resources and working capital.

·the Covid-19 Pandemic.

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

Management is currently aware of the 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 position, future results of operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors, which includes the possibility of Covid-19 effects on operational status, could have a negative impact on the company's prospects and the consistency of progress in the areas of revenue generation, liquidity, and generation of capital resources, once it begins to implement its business plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes in that regulation, (iv) 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.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read with the financial statements of BioForce NanoSciences Holdings, Inc. included elsewhere herein.

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Business

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 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.

BioForce Nanosciences Holdings, Inc. 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.

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.

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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 (503) 227-2950.

Company Contact Information

Our principal executive offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bravomultinational.com, shall not constitute part of this report.

Current Directors

The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:


Merle Ferguson	Director
Richard Kaiser	Director

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overall Operating Results:

Three Months – March 31, 2020 and 2019 Statements

The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended March 31, 2020 and for the three months ending March 31, 2019 were $-0- and $5,850, respectively. During the three months ended March 31, 2020 the Company received no orders, -0- units of its Bioforce Eclipse supplement product, and for the same period ending March 31, 2019 the Company received one order for 240 units of its Bioforce Eclipse supplement product.

The Cost of Goods Sold for the three months ended March 31, 2020 was $-0- and the Cost of Goods Sold for the three months ending March 31, 2019 was $4,160, the cost associated with the sales of its BioForce Eclipse supplement product.

Gross Margins for the three months ended March 31, 2020 was 0% from the sale of -0- units of the BioForce Eclipse supplement product, and during the same period in 2019 was 28.89%. The decrease for the three months ending March 31, 2020 in comparison to three month ending March 31, 2019 is contributed to no unit sales of supplement sold.

Gross Profit for the three months ended March 31, 2020 was $-0- and for the three months ended March 31, 2019 was $1,690.

Operating expenses for three months ended March 31, 2020, totaled $158,041,358 from Board of Director compensation and General and Administrative Expenses, compared to $14,542 for the three months ended March 31, 2019. This increase in March 31, 2020 compared to the same period ended March 31, 2019 was attributed to higher expenses with fees for Board of Director compensation from the cost of the issuance of convertible Preferred 'A' shares and higher fees relates to accounting and legal fees associated with the Company being a full-reporting issuer.

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Net Loss:

Net loss for the three months ended March 31, 2020 and 2019 were $158,041,358 and $12,852, respectively.

Liquidity and Capital Resources:

As of March 31, 2020, the Company’s assets totaled $51,365, which consisted of cash and prepaid expenses. Our total liabilities were $44,076 from accounts payable, accrued director compensation expenses and amounts due to related parties. As of March 31, 2020, the Company had an accumulated deficit of $158,803,110 and working capital of $7,289.

As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan (See Note 4 in Financial Statements). For the next 12 months the Company has a written commitment from its CEO in Mr. Merle Ferguson's employment contract ( See Exhibit 10.01) to advance funds as necessary in meeting the Company's operating requirements.

New Accounting Pronouncements

BioForce NanoSciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

Accounting Principles

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the three months ended March 31, 2020 and 2019 were $39,634 and $7,435, respectively. The increase amount was attributed to higher cash infusions by the Company's directors and related parties that were used in operational and professional fee expenses.

Cash Flows from Investing Activities

Net cash used in investing activities was $-0- for both the three month periods ended March 31, 2020 and 2019.

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Cash Provided by (Used In) Financing Activities

Net cash provided by financing activities was $33,604 for the three month ended March 31, 2020, and was $13,163 for the three month ended March 31, 2019. The increase amount was attributed to cash infusions by directors and related parties that were used in operational expenses.

Critical Accounting Policies

Our 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 stock-based compensation..

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

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

Stock-Based Compensation

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Reverse Stock Split

We were authorized to issue 900,000,000 shares of our common stock, of which 15,270,588 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 231 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. 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 which have voting and conversion rights of 100 common shares, par value $0.001(see Exhibit 3.2); leaving a balance of 90,000,000 "Blank Check" Preferred.

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Going Concern

We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended December 31, 2019 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 Quarterly Report on Form 10-Q. 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 our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of March 31, 2020.

Management’s Report on Internal Control over Financial Reporting

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 1934, as amended. Our internal control over financial 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 internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of quarter ended March 31, 2020. In making this assessment, management used May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

We identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of March 31, 2020:

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

- During the Quarter ended March 31, 2020, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of 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 process that might result in a failure to detect errors in spreadsheets, 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 and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Quarter ended March 31, 2020 to have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Coronavirus Impact (COVID-19)

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

At this time, there are no materials 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 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 20, 2020 the Company issued 1,072 restricted shares of common stock at $1.2495 per share based on the closing price of the Company's shares on February 20, 2020. The issuance was for product payment of the Company's "BioEclipse" Supplement and was record as stock payable in the amount of $1,339 (Adjustments to stock issuance accounts the one-for-five (1-for-5) reverse stock-split which became effective on February 28, 2020, all fractional share amounts after split round upwardly to next whole share; price per share adjusted based on the one-for-five (1-for-5) reverse split of common shares)- See Exhibit 10.6.

On March 31, 2020, Bioforce Nanosciences Holdings, Inc., (the "Company" or the "Registrant") issued in total 2,000,000 shares of its Preferred Series 'A' shares to certain officers of the company, Mr. Merle Ferguson- CEO and Mr. Richard Kaiser - CFO in accordance with their employment contracts (See Exhibits 10.1 and 10.2). The sale was a private placement pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, and the issuance was not a public offering due to the limited number of persons that received the shares, and the manner of the issuances. No underwriter was involved with the sale and no commissions were paid in connection with such sale. All securities issued by the Company 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 of this investment and 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 (see Exhibit 10.4 and 10.5).

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

On March 16, 2020, the Company entered into a consulting agreement with Mr. Aldo Dalla-Vecchia of RSDL Enterprises to provide general consulting services to BFNH's management team. The agreement is for three month ending May 15, 2020 for a total cash consideration of $6000, $3000 per month (See Exhibit 10.3)

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 time signing bonus per this employment agreement (See Exhibit 10.1).

On March 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 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. Kaiser was issued Five Hundred Thousand (500,000) Preferred 'A' Shares, par value $0.001, as a one time signing bonus per this employment agreement agreement (See Exhibit 10.2).

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ITEM 6. EXHIBITS

Index to Exhibits.

Exhibit No. Description of Exhibit

3.1 Certificate of Incorporation*

3.2 Amended Articles of Certificate of Incorporation (previously filed at Exhibit 3.1 on DEF 14C-Definative Information Statement )*

3.3 Bylaws (previously filed as Exhibit 3.2 on FORM 10)*

10.1 Employment Agreement – Merle Ferguson+

10.2 Employment Agreement - Kaiser+

10.3 Consulting Contract RSDL Enterprises+

10.4 Subscription Agreement- Ferguson+

10.5 Subscription Agreement- Kaiser+

10.6 Supplier Agreement (Previously filed as Exhibit 10.1 Form 10/A)*

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.+

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

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.+

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

101 Interactive Financial Data XBRL Extensions.+

* Previously filed

+ filed herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIOFORCE NANOSCIENCES HOLDINGS, INC.



Dated: May 4, 2020	By: /s/ Merle Ferguson Merle Ferguson Chief Executive Officer
	By: /s/Richard Kaiser Richard Kaiser Acting Chief Financial Officer

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Exhibit 10.1

Chairman of the Board/ President/CEO

Compensation

AGREEMENT

This Chairman and President Compensation Agreement (this “Agreement”) is made as of the 31st day of March, 2020 by and among Bioforce Nanosciences Holdings, Inc. (BFNH) a Nevada Corporation, having its principal place of business at 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454 (“Company”), and Merle Ferguson, Chairman of Board (Chairman) and President and CEO, and is made in light of the following recitals which are a material part hereof.

Recital: Chairman and President are business professionals with extensive back ground in account management, contract administration, public relations, acquisitions, staff management, team building, corporate strategy, contract negotiation, corporate finance, construction management, growth strategy, public company management.

NOW THEREFORE, for and in consideration of good and valuable consideration, in hand paid, including, but not limited to the mutual promises set forth herein, the receipt and sufficiency of which is acknowledged by each party hereto, the parties hereby agree as follows:

1.Recitals Govern. The parties desire to enter into this agreement for purposes of carrying out the above recitals and intensions set forth above and this Agreement shall be construed in light thereof.

2. Services. The Chairman / President / CEO agreed to provide services to the Company during the “Term” (as hereinafter defined). Chairman / President / CEO agrees to provide such information, evaluation and analysis, in accordance with Services as will assist in maximizing the effectiveness of BFNH’s business model both relative to its business model and to its present and contemplated capital structure. The Chairman / President / CEO shall personally provide services and the Company understands that the nature of the services to be provided are part time and that the chairman will be engaged in other business and consulting activities during the term of this Agreement.

3. a Conflicts. The Company waives any claim of conflict and acknowledges that Chairman / President / CEO has owned and continues to own and has consulted with interests in competitive businesses.

3.b Confidential Information. The Chairman / President / CEO agrees that any information received by the Chairman / President / CEO during any furtherance of the obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the Chairman / President / CEO in full confidence and will not be revealed to any other persons, firms or organizations. In connection herewith, Chairman / President / CEO and the Company have entered into that Confidentiality Agreement in the form attached hereto as Schedule B.

3.c Role of Chairman. Chairman shall be available to consult with the Board of Directors, the officers of the Company, and the heads of the administrative staff, at reasonable times, concerning matters pertaining to the financial organization of the related matters, the selection and retaining of institutional financial organizations, the relationship of the Company with those organizations. Chairman shall represent the Company, its Board of Directors, its officers or any other members of the Company in any transactions or communications.

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3.d Role of President and CEO. President’s and CEO’s primary responsibilities include making major corporate decisions, managing the overall operations and resources of a company, acting as the main point of communication between the Board of Directors (the board) and corporate operations and being the public face of the company.

3.e Liability. With regard to the services to be performed by the Chairman/ President pursuant to this Agreement, the Chairman / President / CEO shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Company, for any acts or omissions in the performance of services on the part of the Chairman / President / CEO or on the part of the agents or Chairman’s of the Chairman, except when said acts or omissions of the Chairman / President / CEO are due to willful misconduct or gross negligence. The Company shall hold the Chairman / President / CEO free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Chairman / President / CEO and the Chairman / President / CEO is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.

3. Term. The term of this Agreement shall commence March 23, 2020 and shall continue for a period of, five (5) Years, from that date, unless sooner terminated as provided herein. It is understood that this Agreement shall not automatically renew and no obligations to renew are implied notwithstanding continued efforts to fulfill terms and conditions incomplete as of the termination of this Agreement. This Agreement and the duties and obligations of the Chairman may be terminated by either party giving thirty (30) days prior written notice to the other but the compensation to the end of the contract and any previously incurred and approved expenses shall be deemed earned by and due to Chairman / President. Or termination through majority shareholder votes on early termination.

4. President Compensation. 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 ($288,000.00) per year for five (5) years of services rendered, 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. (hereinafter, the “Shares”). As per agreement between the Company and President, the shares of services in lieu of cash compensation for year one of this contract to be issued in full within 30-days of this agreement based on BFNHs closing stock price. Future payments can be done monthly, quarterly, biannually, or year, dependent upon the economic condition of the company. If payment in shares or portions as such, shares to be issued based on the stock price value of its closing price on the day of issuance.

4a. Operational Expenses. Chairman / President / CEO agrees to pay certain reasonable cash expenses for the Company, as warranted, not to exceed Fifty Thousand Dollars US ($50,000.00) in any given year, and these payments made by Chairman / President / CEO on behalf of BFNH shall be in addition to the above compensation calculation and paid with 144 - restricted or S-8 shares within 30-days of receipts justifying payment(s). Further, Chairman / President / CEO to be issued 1.5M (One Million Five Hundred Thousand) Preferred ‘A’ Shares, par value $0.0001, as an additional part of compensation per this employment agreement.

4b. Stock only for Services. The parties desire to memorialize their agreement to adherer to Securities Act Release No. 33-7646, dated February 26, 1999 regarding registration of securities on Form 144 Rule 4.2 Section 4(2), incorporated herein by reference. No duty, obligation, engagement or other thing imposed on either the Company or the President hereunder shall be construed to impose any duty, obligation or other engagement in violation of the letter or spirit of said release.

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5. Out of Pocket Expenses. The Company shall pay or reimburse the Chairman / President / CEO for all reasonable travel, business and miscellaneous expenses incurred in performing its duties under this Agreement, subject to prior approval (accept per paragraph #4a above).

6. Control as to Time and Place and Manner where Services Will Be Rendered. It is anticipated the Chairman / President / CEO will spend up to 40 hours per week fulfilling its obligations under this Agreement. The particular amount of time may vary from day to day or week to week. The Chairman / President / CEO shall not be entitled to any additional compensation except where the Chairman / President / CEO performs more than 60 hours, subject to the prior written approval of the Company. If additional work is approved, the Chairman / President / CEO will submit an itemized statement setting forth the time spent and services rendered, and the Company will pay the amounts due as indicated by statements submitted within thirty (30) days of receipt. Both the Company and the Chairman / President / CEO agree to act as an independent contractor in the performance of the duties under this Agreement. The Chairman / President / CEO will perform most services in accordance with this Agreement at a location and at times chosen in his discretion. The Company may from time to time request that the Chairman / President / CEO arrange for the services of others but Chairman / President / CEO shall choose and contract with same. The Chairman / President / CEO cannot employ others without the prior authorization of the Company. Accordingly, the Chairman / President / CEO shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Chairman’s / President’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and state income tax, Social Security tax, unemployment insurance taxes, and other taxes or business license fee as required. Except as otherwise may be agreed, the Chairman / President / CEO shall at all times be in an independent contractor, rather than co-venture, agent, or representative of the Company.

7. Representations and Warranties. The Company represents and warrants that (1) the shares being issued and/or sold pursuant to option are authorized to be issued by the Company; (ii) The Company has full right, power, and corporate authority to execute and enter into this Agreement, and to execute all underlying documents and to bind such entity to the terms and obligations hereto and to the underlying documents and to deliver the interests and consideration conveyed thereby, same being authorized by power and authority vested in the party signing on behalf of the Company; (iii) the Company has and will have full right, power, and authority to sell, transfer, and deliver the shares being issued and/or sold pursuant to option; (iv) the Company has no knowledge of any adverse claims affecting the subject shares and there are no notations of any adverse claims marked on the certificate for same; and (v) upon receipt, Chairman / President / CEO or his nominee will acquire the shares being issued and/or sold pursuant to option, free and clear of any security interests, mortgage, adverse claims, liens, or encumbrances of any nature or description whatsoever, subject only to matters pertaining to the sale of securities generally including but not limited to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any state, rule, or regulation relating to the sale of securities (collectively, “Securities Laws”). In the event that Chairman / President / CEO accepts shares not yet subject to a valid registration statement, Chairman / President / CEO represents and warrants to the Company that he will acquire same for investment and not with a view to the sale or other distribution thereof and will not at any time sell, exchange, transfer, or otherwise dispose of same under circumstances that would constitute a violation of Securities Laws. Each party acknowledges the creation, modification and/or transfer of securities and represents and warrants to all others that it has reviewed the transaction with counsel and that no registration or representations are required and that all rights of recourse or rescission resulting from such transfer, to the extent permitted by law, are waived and each party represents and warrants to all others that no marketing of securities to the public has occurred. Each of the warranties, representations, and covenants, contained in this Agreement by any party thereto shall be continuous and shall survive the delivery of Chairman / President / CEO Services, the Compensation and the termination of this Agreement. Director services to the Company are done without compensation.

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8. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose and the resolution of any claim hereunder, the parties hereto consent to the jurisdiction and venue of an appropriate court located in the State of Virginia. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

9. Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or delivered by Facsimile or delivered personally to the address written above or to such other address of which the addressee shall have notified the sender in writing. Notices mailed in accordance with this section shall be deemed given when mailed.

10. Binding Effect, Assignment and Succession. All covenants and agreements contained in this Agreement by or on behalf of any parties hereto shall bind and inure to the benefit of his, her or its respective heirs, personal representatives, successors, and assigns, whether so expressed or not. Except for assignment of the options as provided above, no party to this Agreement may, however, assign his rights hereunder or delegate his obligations hereunder to any other person or entity without the express prior written consent of the other parties hereto.

11. Entire Agreement and Interpretation. This Agreement, including any exhibits and schedules hereto, constitutes and contains the entire agreement of the Company and the Chairman / President / CEO with respect to the provision of Chairman / President / CEO Services and Compensation and supersedes any prior agreement by the parties, whether written or oral. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. The waiver of a breach of any term or condition of this Agreement must be written and signed by the party sought to be charged with such waiver, and such waiver shall not be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this agreement. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its rules and laws regarding conflicts of laws and each of the parties hereto irrevocably submit to the exclusive jurisdiction of any United States Federal court sitting in the State of Delaware over any action or proceeding arising out of or relating to this Agreement. The parties hereto further waive any objection to venue in the State of Delaware and any objection to an action or proceeding in the same on the basis of forum non-convenes.

12. Miscellaneous. The section headings contained in this Agreement are inserted as a matter of convenience and shall not be considered in interpreting or construing this Agreement. This Agreement may be executed concurrently in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. Time is of the essence of this Agreement and the obligations of the parties hereto.

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IN WITNESS WHEREOF, the Company and the Chairman / President / CEO have executed this Agreement as of the day and year first written above.

Company: Chairman / President / CEO

/s/ Richard Kasier /s/ Merle Ferguson

Richard Kaiser Merle Ferguson

Secretary/ Director Chairman /President/CEO

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SCHEDULE “A” TO CONSULTING AGREEMENT

Schedule of Services and Deliverables

Chairman/President/CEO shall provide the following Strategic Services:

Chairman/President/CEO agrees to provide all necessary judiciary responsibilities and provide necessary guidance and expertise.

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SCHEDULE “B” TO CONSULTING AGREEMENT

Confidentiality Agreement

This Confidentiality Agreement (hereafter this “Agreement”), is made as of the 1st day of February, 2020, by Bioforce Nanosciences Holdings, Inc., a Nevada Corporation, having its principal place of business at 2020 General Booth Blvd, Unit 230, Virginia Beach, VA, 23454 (“Company”), and Merle Ferguson (“Chairman / President / CEO”). Given that the Company and Chairman/ President each desire to make certain confidential information concerning the Company, its technology, its investments, its marketing strategies, its capitalization and finances and its business as well as similar confidential information lawfully possessed by the Chairman/ President (collectively, the “Information”) for purposes agreed to be legitimate and the Company and Chairman / President / CEOeach agree to hold such Information confidential pursuant to the terms of this Agreement, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged and with the intent to be legally bound hereby, the Company and the Chairman / President / CEOagree as follows:

1.The Information includes, but is not limited to, (i) all information on the Company, (ii) any and all data and information given or made available to the Chairman by the Company for evaluation purposes, whether written or in machine-readable form, (iii) any and all of the Company’s and Chairman’s / President’s notes, work papers, investigations, studies, computer printouts, and any other work including electronic data files, regardless of nature containing any such data and information and (iv) all copies of any of the foregoing.

2. The Chairman / President / CEOand Company each understand that the Information is proprietary to the Company and its Chairman, each agrees to hold the Information given by the other strictly confidential. The Company and Chairman/ President each agree that the Information shall be used only by the Company and Chairman and only for the purpose of reviewing and evaluating the activities of the Company, and shall not be used for any other purpose or be disclosed to any third party. Neither the Company nor its Chairman / President / CEOshall have the right to make copies or hold copies or documents except for reports and notes which have been generated by them, which reports and notes shall be retained for their exclusive use and shall remain confidential.

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3. It is understood that this Confidentiality Agreement shall not apply to any information otherwise covered herein (i) which known to either the Company or the Chairman / President / CEOprior to the date of the Confidentiality Agreement, (ii) which is disclosed to the Chairman / President / CEOor the Company by a third party who has not directly or indirectly received such Information in violation of an agreement with party from whom it was received or (iii) which is generally known within the industry.

4. The Company and the Chairman / President / CEOeach agree to be fully responsible and liable to the other for any and all damages caused by reason of disclosure of Information in violation of this Confidentiality Agreement by the receiving party or any of its assigns or successors.

5. This Confidentiality Agreement shall be governed by and construed in accordance with the State Laws of Nevada and shall be enforceable solely by and be for the sole benefit of the Chairman / President / CEOand Company, their successors and assigns.

In witness whereof, the Company and the Chairman / President / CEOhave executed this Agreement as of the date above.

Company: Chairman / President/CEO

/s/Richard Kasier /s/ Merle Ferguson

Richard Kaiser Merle Ferguson

Secretary/ Director Chairman /President/CEO

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Exhibit 10.2

Director/ Chief Financial Officer/ Secretary

Compensation

AGREEMENT

This Director, Chief Financial Officer/ Secretary (DCFOS) Compensation Agreement (this “Agreement”) is made as of the 31st day of March 2020 by and among Bioforce Nanosciences Holdings, Inc. (BFNH) a Delaware Corporation, having its principal place of business at 2020 General Booth Blvd., Unit 230 Virginia Beach, VA 23454 (“Company”), and Richard Kaiser Director, Chief Financial Officer/ Secretary, and is made in light of the following recitals which are a material part hereof.

Recital: DCFOS is a business professional with extensive back ground in account management, contract administration, public relations, acquisitions, staff management, team building, corporate strategy, contract negotiation, corporate finance, construction management, growth strategy, public company management.

1. Recitals Govern. The parties desire to enter into this agreement for purposes of carrying out the above recitals and intensions set forth above and this Agreement shall be construed in light thereof.

2. Services. The DCFOS agreed to provide services to the Company during the “Term” (as hereinafter defined). DCFOS agrees to provide such information, evaluation and analysis, in accordance with Services as will assist in maximizing the effectiveness of BFNH’s business model both relative to its business model and to its present and contemplated capital structure. The DCFOS shall personally provide services and the Company understands that the nature of the services to be provided are part time and that the chairman will be engaged in other business and consulting activities during the term of this Agreement.

3. a Conflicts. The Company waives any claim of conflict and acknowledges that DCFOS has owned and continues to own and has consulted with interests in competitive businesses.

3.b Confidential Information. The DCFOS agrees that any information received by the DCFOS during any furtherance of the obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the DCFOS in full confidence and will not be revealed to any other persons, firms or organizations. In connection herewith, DCFOS and the Company have entered into that Confidentiality Agreement in the form attached hereto as Schedule B.

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3.c Role Of Director. The company director is mainly responsible for ensuring the Company's strategic objectives and plans which have been set are being met; analyzing and monitoring the progress of its employees towards achieving the objectives and targets set and participate in Board of Director meetings and directives.

3.d Role of CFO. A Chief financial officer (CFO) is the senior executive responsible for managing the financial actions of a company. The CFO's duties include tracking cash flow and financial planning as well as analyzing the company's financial strengths and weaknesses and proposing corrective actions.

3.e Liability. With regard to the services to be performed by the DCFOS pursuant to this Agreement, the DCFOS shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Company, for any acts or omissions in the performance of services on the part of the DCFOS or on the part of the agents or DCFOS except when said acts or omissions of the DCFOS are due to willful misconduct or gross negligence. The Company shall hold the DCFOS free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the DCFOS and the DCFOS is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.

3. Term. The term of this Agreement shall commence March 25, 2020 and shall continue for a period of, five (5) Years, from that date, unless sooner terminated as provided herein. It is understood that this Agreement shall not automatically renew and no obligations to renew are implied notwithstanding continued efforts to fulfill terms and conditions incomplete as of the termination of this Agreement. This Agreement and the duties and obligations of the DCFOS may be terminated by either party giving thirty (30) days prior written notice to the other but the compensation to the end of the contract and any previously incurred and approved expenses shall be deemed earned by and due to DCFOS. Or termination through majority shareholder votes on early termination.

4. Compensation. 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, 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. (hereinafter, the “Shares”). As per agreement between the Company and Chief Financial Officer, the shares of services in lieu of cash compensation for year one of this contract to be issued in full within 30-days of this agreement based on BFNH's closing stock price. Future payments can be done monthly, quarterly, biannually, or year, dependent upon the economic condition of the company. If payment in shares or portions as such, shares to be issued based on the stock price value of its closing price on the day of issuance.

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4a. Operational Expenses. DCFOS agrees to pay certain reasonable cash expenses for the Company, as warranted, not to exceed Ten Thousand Dollars US ($10,000.00) in any given year, and these payments made by DCFOS on behalf of BFNH shall be in addition to the above compensation calculation and paid with 144 - restricted or S-8 shares within 30-days of receipts justifying payment(s). Further, DCFOS to be issued Five Hundred Thousand (500,000) Preferred ‘A’ Shares, par value $0.0001, as an additional part of compensation per this employment agreement.

5. Out of Pocket Expenses. The Company shall pay or reimburse the DCFOS for all reasonable travel, business and miscellaneous expenses incurred in performing its duties under this Agreement, subject to prior approval (accept per paragraph #4a above).

6. Control as to Time and Place and Manner where Services Will Be Rendered. It is anticipated the DCFOS will spend up to 40 hours per week fulfilling its obligations under this Agreement. The particular amount of time may vary from day to day or week to week. The DCFOS shall not be entitled to any additional compensation except where the DCFOS performs more than 60 hours, subject to the prior written approval of the Company. If additional work is approved, the DCFOS will submit an itemized statement setting forth the time spent and services rendered, and the Company will pay the amounts due as indicated by statements submitted within thirty (30) days of receipt. Both the Company and the DCFOS agree to act as an independent contractor in the performance of the duties under this Agreement. The DCFOS will perform most services in accordance with this Agreement at a location and at times chosen in his discretion. The Company may from time to time request that the DCFOS arrange for the services of others but DCFOS shall choose and contract with same. The DCFOS cannot employ others without the prior authorization of the Company. Accordingly, the DCFOS shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the DCFOS’ activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and state income tax, Social Security tax, unemployment insurance taxes, and other taxes or business license fee as required. Except as otherwise may be agreed, the DCFOS shall at all times be in an independent contractor, rather than co-venture, agent, or representative of the Company.

7. Representations and Warranties. The Company represents and warrants that (1) the shares being issued and/or sold pursuant to option are authorized to be issued by the Company; (ii) The Company has full right, power, and corporate authority to execute and enter into this Agreement, and to execute all underlying documents and to bind such entity to the terms and obligations hereto and to the underlying documents and to deliver the interests and consideration conveyed thereby, same being authorized by power and authority vested in the party signing on behalf of the Company; (iii) the Company has and will have full right, power, and authority to sell, transfer, and deliver the shares being issued and/or sold pursuant to option; (iv) the Company has no knowledge of any adverse claims affecting the subject shares and there are no notations of any adverse claims marked on the certificate for same; and (v) upon receipt, DCFOS or his nominee will acquire the shares being issued and/or sold pursuant to option, free and clear of any security interests, mortgage, adverse claims, liens, or encumbrances of any nature or description whatsoever, subject only to matters pertaining to the sale of securities generally including but not limited to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any state, rule, or regulation relating to the sale of securities (collectively, “Securities Laws”). In the event that DCFOS accepts shares not yet subject to a valid registration statement, DCFOS represents and warrants to the Company that he will acquire same for investment and not with a view to the sale or other distribution thereof and will not at any time sell, exchange, transfer, or otherwise dispose of same under circumstances that would constitute a violation of Securities Laws. Each party acknowledges the creation, modification and/or transfer of securities and represents and warrants to all others that it has reviewed the transaction with counsel and that no registration or representations are required and that all rights of recourse or rescission resulting from such transfer, to the extent permitted by law, are waived and each party represents and warrants to all others that no marketing of securities to the public has occurred. Each of the warranties, representations, and covenants, contained in this Agreement by any party thereto shall be continuous and shall survive the delivery of DCFOS Services, the Compensation and the termination of this Agreement. Director services to the Company are done without compensation.

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9. Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or delivered by Facsimile or delivered personally to the address written above or to such other address of which the addressee shall have notified the sender in writing. Notices mailed in accordance with this section shall be deemed given when mailed.

11. Entire Agreement and Interpretation. This Agreement, including any exhibits and schedules hereto, constitutes and contains the entire agreement of the Company and the DCFOS with respect to the provision of DCFOS Services and Compensation and supersedes any prior agreement by the parties, whether written or oral. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. The waiver of a breach of any term or condition of this Agreement must be written and signed by the party sought to be charged with such waiver, and such waiver shall not be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this agreement. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its rules and laws regarding conflicts of laws and each of the parties hereto irrevocably submit to the exclusive jurisdiction of any United States Federal court sitting in the State of Delaware over any action or proceeding arising out of or relating to this Agreement. The parties hereto further waive any objection to venue in the State of Delaware and any objection to an action or proceeding in the same on the basis of forum non-convenes.

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IN WITNESS WHEREOF, the Company and the DCFOS have executed this Agreement as of the day and year first written above.

Company: Director/Chief Financial Officer/Secretary

/s/ Merle Ferguson /s/ Richard Kaiser

Merle Ferguson Richard Kaiser

Chairman /President Director/CFO/Secretary

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SCHEDULE “A” TO CONSULTING AGREEMENT

Schedule of Services and Deliverables

DCFOS shall provide the following Strategic Services:

DCFOS agrees to provide all necessary judiciary responsibilities and provide necessary guidance and expertise.

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SCHEDULE “B” TO CONSULTING AGREEMENT

Confidentiality Agreement

This Confidentiality Agreement (hereafter this “Agreement”), is made as of the 1st day of February, 2020, by Bioforce Nanosciences Holdings, Inc., a Nevada Corporation, having its principal place of business at 2020 General Booth Blvd, Unit 230, Virginia Beach, VA, 23454 (“Company”), and Richard Kaiser (“DCFOS ”). Given that the Company and DFCOS each desire to make certain confidential information concerning the Company, its technology, its investments, its marketing strategies, its capitalization and finances and its business as well as similar confidential information lawfully possessed by the DFCOS (collectively, the “Information”) for purposes agreed to be legitimate and the Company and DCFOS each agree to hold such Information confidential pursuant to the terms of this Agreement, in consideration of the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is acknowledged and with the intent to be legally bound hereby, the Company and the DCFOS agree as follows:

1. The Information includes, but is not limited to, (i) all information on the Company, (ii) any and all data and information given or made available to the Chairman by the Company for evaluation purposes, whether written or in machine-readable form, (iii) any and all of the Company’s and Director’s /CFO’s and Secretary’s notes, work papers, investigations, studies, computer printouts, and any other work including electronic data files, regardless of nature containing any such data and information and (iv) all copies of any of the foregoing.

2. The DCFOS and Company each understand that the Information is proprietary to the Company and its Chairman, each agrees to hold the Information given by the other strictly confidential. The Company and DCFOS each agree that the Information shall be used only by the Company and its Chairman and DCFOS, and only for the purpose of reviewing and evaluating the activities of the Company, and shall not be used for any other purpose or be disclosed to any third party. Neither the Company nor its DCFOS shall have the right to make copies or hold copies or documents except for reports and notes which have been generated by them, which reports and notes shall be retained for their exclusive use and shall remain confidential.

3. It is understood that this Confidentiality Agreement shall not apply to any information otherwise covered herein (i) which known to either the Company or the DCFOS prior to the date of the Confidentiality Agreement, (ii) which is disclosed to the DCFOS or the Company by a third party who has not directly or indirectly received such Information in violation of an agreement with party from whom it was received or (iii) which is generally known within the industry.

4. The Company and the DCFOS each agree to be fully responsible and liable to the other for any and all damages caused by reason of disclosure of Information in violation of this Confidentiality Agreement by the receiving party or any of its assigns or successors.

In witness whereof, the Company and the DCFOS have executed this Agreement as of the date above.

Company: Director/Chief Financial Officer/Secretary

/s/ Merle Ferguson /s/ Richard Kaiser

Merle Ferguson Richard Kaiser

Chairman /President Director/CFO/Secretary

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Exhibit 10.3

RSDL ENTERPRISES CONSULTING AGREEMENT

BioForce NanoSciences Holdings, Inc. desires to have services provided by Aldo Dalla-Vecchia of RSDL Enterprises.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES.

Beginning on March 16, 2020, Aldo Dalla-Vecchia will provide the following services (collectively, the "Services"):

General Consulting for Management

2. PERFORMANCE OF SERVICES.

The manner in which the Services are to be performed and the specific hours to be worked by Aldo Dalla-Vecchia shall be determined by Aldo Dalla-Vecchia. BioForce NanoSciences Holdings, Inc. will rely on Aldo

Dalla-Vecchia to work as many hours as may be reasonably necessary to fulfill Aldo Dalla-Vecchia's obligations under this Agreement.

3. PAYMENT.

BioForce NanoSciences Holdings, Inc. will pay a fee to Aldo Dalla-Vecchia for the Services in the amount of $6,000.00. This fee shall be payable in a lump-sum upon within 48 hours upon signing agreement.

4. NEW PROJECT APPROVAL.

Aldo Dalla-Vecchia and BioForce NanoSciences Holdings, Inc. recognize that Aldo Dalla-Vecchia's Services will include working on various projects for BioForce NanoSciences Holdings, Inc. Aldo Dalla-Vecchia shall obtain the approval of BioForce NanoSciences Holdings, Inc. prior to the commencement of a new project.

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5. TERM/TERMINATION.

This Agreement shall terminate automatically on May 15, 2020 at 5:30PM ET.

6. RELATIONSHIP OF PARTIES.

It is understood by the parties that Aldo Dalla-Vecchia is an independent contractor with respect to BioForce NanoSciences Holdings, Inc, and not an employee of BioForce NanoSciences Holdings, Inc. BioForce NanoSciences Holdings, Inc. will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Aldo Dalla-Vecchia.

7. INDEMNIFICATION.

Aldo Dalla-Vecchia agrees to indemnify and hold harmless BioForce NanoSciences Holdings, Inc. from all claims, losses, expenses, fees including attorney fees, costs, and Judgments that may be asserted against BioForce NanoSciences Holdings, Inc. that result from the acts or omissions of Aldo Dalla-Vecchia, Aldo Dalla-Vecchia's employees, if any, and Aldo Dalla-Vecchia's agents.

8. RETURN OF RECORDS.

Upon termination of this Agreement, Aldo Dalla-Vecchia shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Aldo Dalla-Vecchia's possession or under Aldo Dalla-Vecchia's control and that BioForce NanoSciences Holdings, Inc 's property or relate to BioForce NanoSciences Holdings, Inc.’s business.

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9. NOTICES.

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF for BioForce NanoSciences Holdings, Inc:

BioForce NanoSciences Holdings, Inc.

Richard Kaiser Secretary

2020 General Booth Blvd Suite 230 Virginia Beach, Virginia 23454

IF for Aldo Dalla-Vecchia:

RSDL Enterprises 3700 Colchester Road Lansing, Michigan 48906

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

10. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

11. AMENDMENT.

This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

12. SEVERABILITY.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

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13. WAIVER OF CONTRACTUAL RIGHT.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

14. APPLICABLE LAW.

This Agreement shall be governed by the laws of the State of Virginia.

15. INTERRUPTION OF SERVICE.

Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations andrights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.

16. ASSIGNMENT.

Aldo Dalla-Vecchia agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of BioForce NanoSciences Holdings, Inc. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of BioForce NanoSciences Holdings, Inc. with, or its merger into, any other corporation, or the sale by BioForce NanoSciences Holdings, Inc. of all or substantially all of its properties or assets, or the assignment by BioForce NanoSciences Holdings, Inc. of this Ageement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives,successors, and permitted assigns, and shall not benefit any person or

entity other than those enumerated above.

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This Agreement shall be signed on behalf of BioForce NanoSciences Holdings, Inc.by Richard Kasier, Secretary and on behalf of Aldo Dalla-Vecchia by Aldo Dalla-Vecchia, Principal , RSDL RSDI Enterprises and effective as of the date first above written.

This Consulting Agreement is executed and agreed to by:

/s/ Richard Kaiser

____________________________

Richard Kaiser

BioForce NanoSciences Holdings, Inc.

Date: March 16, 2020

/s/ Aldo Dalla-Vecchia

________________________

Aldo Dalla-Vecchia

RSDL Enterprises

Date: March 16, 2020

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Exhibit #10.4

SUBSCRIPTION AGREEMENT

TO: The Board of Directors

BioForce Nanosciences Holdings, Inc.

2020 General Booth Blvd., Unit 230

Virginia Beach, VA 23454

Dear Director:

The undersigned, Merle Ferguson, hereby subscribes to 1,500,000 shares of the $0.0001 par value Preferred Series ‘A’ stock (the "Shares") of BioForce Nanosciences Holdings, Inc. (BFNH) a corporation duly organized under the laws of the State of Nevada, (the "Company").

The undersigned further represents and warrants to the Company that:

1. The undersigned is acquiring the Shares for its own account, to hold for investment, with no present intention of dividing its participation in the Company with others or reselling or otherwise participating, directly or indirectly, in a distribution of the Shares, and the undersigned shall not make any sale, transfer or other disposition of the Shares in violation of the “blue sky” or other similar laws of any state (“State Securities Laws”) or the Rules and Regulations promulgated thereunder or in violation of the Securities Act of 1933, as amended, (the "1933 Act") or the Rules and Regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC").

2. The undersigned has been advised that the Shares are not being registered under any state securities laws, and are not being registered under the 1933 Act on the ground that this transaction is exempt from registration under Section 4(2) of the 1933 Act as not involving any public offering, and that reliance by the Company on such exemptions is predicated in part on the undersigned's representations contained herein.

3. The shares have not been offered or sold to the undersigned through the use of any form of general or public solicitations or advertisements.

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4. The undersigned also understands and agrees that stop transfer instructions will be noted on the appropriate records of the Company and that there will be placed on the certificates for the shares, or any substitutions therefor for a period of one (1) year, a legend stating in substance:

The shares evidenced by this certificate have been acquired for investment and have not been registered under any “blue sky” or other similar laws of any state (“State Securities Laws”), or under the Securities Act of 1933 (the "1933 Act") in reliance on the exemption contained in Section 4(2) of the 1933 Act. These shares may not be sold or transferred except in transactions (a) registered under the 1933 Act or exempt from registration thereunder, and (b) registered under State Securities Laws or exempt from registration thereunder or otherwise.

5. The undersigned and/or its investment advisor have sufficient knowledge and experience in financial, business and commercial matters to be capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto.

6. The undersigned is an officer and director of the Company and has full access to material financial and business information about the offering and the Company; shares issued in leu of cash for payments made by subscriber on behalf of the Company.

The undersigned agrees to indemnify and hold harmless the Company and its incorporators from liability, if any, because of its connection with the Company, against all claims, losses, damages and liabilities (or action in respect thereof) resulting from any breach by the undersigned of the foregoing and to reimburse the Company and each such other person for any legal and other expenses incurred by the Company and each such other person in connection with investigating and defending any such claim, loss, damage, liability, or action; provided, however, that the Company and each such other person, if any, shall give to the undersigned written notice of any such claim, loss, damage, liability or action forthwith upon obtaining knowledge of the same, and the undersigned shall have the right to defend against the same, at its sole cost and expense retaining counsel of its choice who is satisfactory to the Company and its counsel, but the omission to notify the undersigned shall not relieve its from any liability which it may have to the Company.

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This Subscription Agreement shall be binding upon the Company only when approved and accepted on behalf of the Company by the Board of Directors.

The agreements and representations made by the undersigned herein extend to and apply to all of the Shares issued pursuant to the Subscription Agreement. Acceptance by the undersigned of the certificate representing the Shares shall constitute a confirmation by the undersigned that all agreements and representations made herein shall be true and correct at such time.

Dated: March 31, 2020

Number of Shares Subscribed for: 1,500,000 Preferred Series A

Subscriber:

/s/ Merle Ferguson

Merle Ferguson- Chairman/President

By:/s/ Richard Kaiser

Richard Kaiser- Director/CFO/Secretary

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ACCEPTANCE OF SUBSCRIPTION

The foregoing subscription for 1,500,000 Preferred Series ‘A’ Shares is hereby accepted on March 31, 2020.

By:/s/ Richard Kaiser

Richard Kaiser- Director/ CFO/ Secretary

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Exhibit #10.5

SUBSCRIPTION AGREEMENT

TO: The Board of Directors

BioForce Nanosciences Holdings, Inc.

2020 General Booth Blvd., Unit 230

Virginia Beach, VA 23454

Dear Director:

The undersigned, Richard Kaiser, hereby subscribes to 500,000 shares of the $0.0001 par value Preferred Series ‘A’ stock (the "Shares") of BioForce Nanosciences Holdings, Inc. (BFNH) a corporation duly organized under the laws of the State of Nevada, (the "Company").

The undersigned further represents and warrants to the Company that:

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3. The shares have not been offered or sold to the undersigned through the use of any form of general or public solicitations or advertisements.

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This Subscription Agreement shall be binding upon the Company only when approved and accepted on behalf of the Company by the Board of Directors.

Dated: March 31, 2020

Number of Shares Subscribed for: 500,000 Preferred Series ‘A’

Subscriber:

/s/ Richard Kaiser

Richard Kaiser- Director/CFO/Secretary

By: /s/ Merle Ferguson

Merle Ferguson- Chairman/President

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ACCEPTANCE OF SUBSCRIPTION

The foregoing subscription for 500,000 Preferred Series ‘A’ Shares is hereby accepted on March 31, 2020.

By:/s/ Merle Ferguson

Merle Ferguson- Chairman/President

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Exhibit 31.1

CHIEF EXECUTIVE OFFICER

I, Merle Ferguson, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Bioforce Nanosciences Holdings, Inc..;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 4, 2020

/s/Merle Ferguson

Merle Ferguson

Chief Executive Officer

Exhibit 31.2

CHIEF FINANCIAL OFFICER

I, Richard Kaiser, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q of BioForce Nanosciences Holdings, Inc..;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




Dated: May 4, 2020	/s/Richard Kaiser Richard Kaiser Acting Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officers of Bioforce Nanosciences Holdings, Inc., a Nevada corporation (the "Company"), do hereby certify, to the best of their knowledge, that:

1. The Quarterly Report on Form 10-Q for the period ending March 31, 2020 (the "Report") of the Company complies in all material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 4, 2020

/s/Merle Ferguson

Merle Ferguson

Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 4, 2020

/s/Richard Kaiser

Richard Kaiser

Acting Chief Financial Officer