UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2007

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from _________ to __________

                        Commission File Number: 000-51074

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                         74-3078125
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

              1615 Golden Aspen Drive, Suite 101, Ames, Iowa 50010
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (515) 233-8333
                           ---------------------------
                           (Issuer's telephone number)

Check whether the issuer (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 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: 24,099,950 shares of Common Stock,
$0.001 par value, as of July 31, 2007

Transitional Small Business Disclosure Format: Yes |_| No |X|

<PAGE>

                      BioForce Nanosciences Holdings, Inc.

                                TABLE OF CONTENTS

                                                                            Page

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements................................................. 3

Item 2.  Management's Discussion and Analysis or Plan of Operation............17

Item 3.  Controls and Procedures..............................................21

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................22

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........22

Item 3.  Defaults Upon Senior Securities......................................23

Item 4.  Submission of Matters to a Vote of Security Holders..................23

Item 5.  Other Information....................................................23

Item 6.  Exhibits.............................................................23


                                       2
<PAGE>

                      BioForce Nanosciences Holdings, Inc.
                              Report on Form 10-QSB

                       For the Quarter Ended June 30, 2007

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The accompanying balance sheets of BioForce Nanosciences Holdings, Inc. at June
30, 2007 and December 31, 2006, and the related statements of operations,
stockholders' equity and cash flows for the three and six months ended June 30,
2007 and 2006, have been prepared by our management in conformity with United
States generally accepted accounting principles. In the opinion of management,
all adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the three and six months
ended June 30, 2007 are not necessarily indicative of the results that can be
expected for the fiscal year ending December 31, 2007.


                                       3
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                                 06/30/07        12/31/06
                                                                                               --------------------------
                                                                                               (unaudited)
<S>                                                                                            <C>             <C>
CURRENT ASSETS
     Cash and cash equivalents                                                                 $  761,974      $2,602,686
     Accounts receivable - trade, net                                                             272,122          22,153
     Inventory                                                                                    969,406       1,193,590
     Prepaid expenses and other assets                                                            115,536          55,351
                                                                                               --------------------------
           Total current assets                                                                 2,119,038       3,873,780
                                                                                               --------------------------
PROPERTY AND EQUIPMENT
     Computer equipment                                                                            96,677          73,180
     Leasehold improvements                                                                       380,000         380,000
     Scientific and laboratory equipment                                                          901,975         687,280
     Office furniture and fixtures                                                                 89,760          67,384
                                                                                               --------------------------
           Total                                                                                1,468,412       1,207,844
     Less accumulated depreciation                                                                772,957         669,762
                                                                                               --------------------------
           Net property and equipment                                                             695,455         538,082
                                                                                               --------------------------

INTANGIBLE ASSETS
     Patent costs, net of accumulated amortization of $63,072 and $48,759, respectively           630,191         580,426
     Trademark costs, net of accumulated amortization of $11,519 and $7,397, respectively          84,505          68,699
                                                                                               --------------------------
           Total intangible assets                                                                714,696         649,125
                                                                                               --------------------------
           TOTAL ASSETS                                                                        $3,529,189      $5,060,987
                                                                                               ==========================
</TABLE>

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


                                       4
<PAGE>

                     BIOFORCE NANOSCIENCES HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEETS

                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                 06/30/07        12/31/06
                                                                                               --------------------------
                                                                                               (unaudited)
<S>                                                                                            <C>             <C>
CURRENT LIABILITIES
     Accounts payable                                                                          $  247,222      $  506,099
     Accrued expenses                                                                             257,335         193,010
     Deferred revenue                                                                              55,278           9,224
     Current portion of notes payable                                                             238,104         131,896
                                                                                               --------------------------
           Total current liabilities                                                              797,939         840,229

LONG-TERM DEBT, NET                                                                               211,410         278,860
                                                                                               --------------------------
           Total liabilities                                                                    1,009,349       1,119,089
                                                                                               --------------------------
COMMITMENTS and CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock - 2007 and 2006: $0.01 par value, 10,000,000 shares authorized,
       no shares issued and outstanding                                                                --              --
     Common stock - 2007: $0.001 par value, 100,000,000 shares authorized,
       24,099,950 shares issued and outstanding; 2006: $0.001 par value, 100,000,000
       shares authorized, 23,999,950 shares issued and outstanding                                 24,100          24,000
     Additional paid-in capital                                                                14,667,718      13,824,501
     Deferred stock offering costs                                                               (256,500)             --
     Accumulated deficit                                                                      (11,915,478)     (9,906,603)
                                                                                               --------------------------
           Total stockholders' equity                                                           2,519,840       3,941,898
                                                                                               --------------------------
           TOTAL LIABILITIES AND
             STOCKHOLDERS' EQUITY                                                              $3,529,189      $5,060,987
                                                                                               ==========================
</TABLE>

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


                                       5
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 For the Three Months Ended     For the Six Months Ended
                                                                           June 30,                      June 30,
                                                                      2007         2006            2007           2006
                                                                  -------------------------    --------------------------
<S>                                                               <C>           <C>            <C>            <C>
REVENUES                                                          $   184,811   $    28,822    $   543,566    $   230,198

COST OF GOODS SOLD                                                    155,755        26,499        338,361         78,086
                                                                  -------------------------    --------------------------

         Gross margin                                                  29,056         2,323        205,205        152,112

OPERATING EXPENSES
    Research and development                                          292,048       215,138        570,848        384,738
    Sales and marketing                                               323,397       118,288        629,405        181,980
    General and administrative                                        673,513       558,578      1,332,221        814,118
    Reimbursement of grant expenses                                  (165,297)      (53,249)      (290,220)      (101,429)
                                                                  -------------------------    --------------------------
         Total operating expenses                                   1,123,661       838,755      2,242,254      1,279,407
                                                                  -------------------------    --------------------------

         Loss from operations before other income (expense)        (1,094,605)     (836,432)    (2,037,049)    (1,127,295)

OTHER INCOME (EXPENSE)
    Interest and other income                                          12,838        52,214         34,974         65,722
    Interest expense                                                   (3,791)         (587)        (6,800)      (975,794)
                                                                  -------------------------    --------------------------
         Total other income (expense)                                   9,047        51,627         28,174       (910,072)
                                                                  -------------------------    --------------------------

         Loss before income tax                                    (1,085,558)     (784,805)    (2,008,875)    (2,037,367)

INCOME TAX EXPENSE                                                         --            --             --             --
                                                                  -------------------------    --------------------------

         Net loss                                                 $(1,085,558)  $  (784,805)   $(2,008,875)   $(2,037,367)
                                                                  =========================    ==========================

BASIC AND DILUTED LOSS PER SHARE                                       ($0.05)       ($0.03)        ($0.08)        ($0.08)
                                                                  =========================    ==========================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                      24,099,950    23,999,950     24,075,088     23,999,950
                                                                  =========================    ==========================
</TABLE>

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


                                       6
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
        For the period January 1, 2006 through June 30, 2007 (unaudited)

<TABLE>
<CAPTION>
                                                   Preferred Stock                       Common Stock                  Additional
                                            ------------------------------------------------------------------          Paid-In
                                                Shares           Amount             Shares           Amount             Capital
                                            -------------------------------------------------------------------------------------
<S>                <C>                                 <C>    <C>                 <C>             <C>                <C>
Balance at January 1, 2006                             --     $         --        11,142,276      $    111,423       $  5,915,024
    Net loss for the year                              --               --                --                --                 --
    Issuance of common stock
      for debt at $0.69 per share                      --               --         2,392,198            23,922          1,617,246
    Issuance of common stock
      for cash at $1.50 per share
      net of issuance costs of $902,018                --               --         4,000,000            40,000          5,057,982
    Stock-based compensation expense -
      options and warrants                             --               --                --                --          1,085,404
    Recapitalization                                   --               --         6,465,476          (151,345)           148,845
                                            -------------------------------------------------------------------------------------

Balance at December 31, 2006                           --               --        23,999,950            24,000         13,824,501
    Net loss for the six months ended
     June 30, 2007                                     --               --                --                --                 --
    Issuance of common stock for
     services at $2.57 per share                       --               --           100,000               100            256,400
    Stock-based compensation expense -
      options and warrants                             --               --                --                --            586,817
                                            -------------------------------------------------------------------------------------

Balance at June 30, 2007 (unaudited)                   --     $         --        24,099,950      $     24,100       $ 14,667,718
                                            =====================================================================================

<CAPTION>
                                                                Deferred                             Total
                                               Treasury      Stock Offering      Accumulated     Stockholders'
                                                 Stock           Costs            (Deficit)         Equity
                                             -----------------------------------------------------------------
<S>                <C>                       <C>              <C>               <C>               <C>
Balance at January 1, 2006                   $     (2,500)    $         --      $ (5,932,520)     $     91,427
    Net loss for the year                              --               --        (3,974,083)       (3,974,083)
    Issuance of common stock
      for debt at $0.69 per share                      --               --                --         1,641,168
    Issuance of common stock
      for cash at $1.50 per share
      net of issuance costs of $902,018                --               --                --         5,097,982
    Stock-based compensation expense -
      options and warrants                             --               --                --         1,085,404
    Recapitalization                                2,500               --                --                --
                                             -----------------------------------------------------------------

Balance at December 31, 2006                           --               --        (9,906,603)        3,941,898
    Net loss for the six months ended
     June 30, 2007                                     --               --        (2,008,875)       (2,008,875)
    Issuance of common stock for
     services at $2.57 per share                       --         (256,500)               --                --
    Stock-based compensation expense -
      options and warrants                             --               --                --           586,817
                                             -----------------------------------------------------------------

Balance at June 30, 2007 (unaudited)         $         --     $   (256,500)     $(11,915,478)     $  2,519,840
                                             =================================================================
</TABLE>

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


                                       7
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                          For the Six Months Ended
                                                                                                                  June 30,
                                                                                                          2007              2006
                                                                                                      -----------------------------
<S>                                                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                                                        $(2,008,875)      $(2,037,367)
      Adjustments to reconcile net loss to net
       cash used by operating activities:
          Depreciation and amortization                                                                   121,630            94,343
          Stock-based compensation expense                                                                586,817           473,296
          Interest expense due to beneficial debt conversion feature                                           --           947,317
          Change in:
              (Increase) Decrease in accounts receivable                                                 (249,969)           (5,378)
              (Increase) Decrease in inventory                                                            224,184          (316,974)
              (Increase) Decrease in prepaid expenses and other assets                                    (60,185)          (57,164)
              Increase (Decrease) in accounts payable                                                    (258,877)           73,820
              Increase (Decrease) in accrued expenses                                                      64,325           (26,090)
              Increase (Decrease) in deferred revenue                                                      46,054                --
                                                                                                      -----------------------------
                  Net cash used by operating activities                                                (1,534,896)         (854,197)
                                                                                                      -----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of property and equipment                                                              (260,568)          (20,794)
      Patent and trademark costs                                                                          (84,006)         (104,155)
                                                                                                      -----------------------------
                  Net cash used by investing activities                                                  (344,574)         (124,949)
                                                                                                      -----------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Payments made on long-term debt                                                                     (29,443)          (15,097)
      Proceeds from issuance of long-term debt                                                             68,201                --
      Proceeds from issuance of common stock, net of issuance costs                                            --         5,097,982
                                                                                                      -----------------------------
                  Net cash provided by financing activities                                                38,758         5,082,885
                                                                                                      -----------------------------

                  Net (decrease) increase in cash                                                      (1,840,712)        4,103,739

CASH AND CASH EQUIVALENTS - beginning of period                                                         2,602,686           362,997
                                                                                                      -----------------------------

CASH AND CASH EQUIVALENTS - end of period                                                             $   761,974       $ 4,466,736
                                                                                                      =============================

 SUPPLEMENTAL DISCLOSURES
       Cash paid for interest                                                                         $     6,800       $        --
                                                                                                      =============================

       Cash paid for income taxes                                                                     $        --       $        --
                                                                                                      =============================

       Non-cash financing activities:
           Common stock issued for debt                                                               $        --       $ 1,641,168
                                                                                                      =============================

           Common stock issued for financing services                                                 $   256,500       $        --
                                                                                                      =============================
</TABLE>

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


                                       8
<PAGE>

                      BioForce Nanosciences Holdings, Inc.
                          Notes to Financial Statements

Note 1 - Basis of Financial Statement Presentation

The accompanying unaudited financial statements have been prepared by us
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted in accordance
with such rules and regulations. The information furnished in the interim
financial statements includes normal recurring adjustments and reflects all
adjustments, which, in our opinion, are necessary for a fair presentation of
such financial statements. Although we believe the disclosures and information
presented are adequate to make the information not misleading, it is suggested
that these interim condensed financial statements be read in conjunction with
our most recent audited financial statements and notes thereto included in our
December 31, 2006 Annual Report on Form 10-KSB. Operating results for the three
and six months ended June 30, 2007 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2007.

Note 2 - Going Concern

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate our continuation as a going concern. Due to our research and
development nature, we have sustained significant operating losses in recent
years. As a result of these losses, we are dependent upon debt and equity
financing, sales of our Nano eNablerTM system and other products, and continued
grant receipts to fund our future operations.

Our plans to continue as a going concern are to continue to concentrate our
efforts on expansion of sales of our Nano eNablerTM system, increasing public
awareness of our products through marketing and advertising, and raising
additional capital through debt and/or equity financings.

Our ability to continue as a going concern is dependent upon our ability to
successfully accomplish the plan described in the preceding paragraph and
eventually attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if we are unable to
continue as a going concern.

Note 3 - Summary of Significant Accounting Policies

Business Activity

We have developed and introduced into the market the Nano eNablerTM benchtop
molecular printer, which we started marketing commercially in 2005. Other
products which are being marketed include consumable printing and surface
patterning tools for use with the Nano eNabler(TM) system, and products for use
with atomic force microscopes and scanning probe microscopes. To date, the
primary markets for these products have been academic and other research
institutions in North America, Europe and Asia. In April 2007, we discontinued
our business activities related to the production and sale of certain products
designed for use with atomic force microscopes and scanning probe microscopes.

In addition, we are developing certain scientific applications that apply the
principles of nanotechnology to the field of biotechnology. Included here are
projects related to an ultramicroscale platform for detection and identification
of viruses, and the use of ultramicroarrays for analysis of small numbers of
cancer cells and the protein biomarkers that those cancer cells generate.

Consolidation

The consolidated financial statements include the accounts of the Company and
our wholly-owned subsidiary, BioForce Nanosciences, Inc. All intercompany
accounts and transactions have been eliminated.

Cash and Cash Equivalents


                                       9
<PAGE>

For the purposes of the statement of cash flows, we consider all investments
with original maturities of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are uncollateralized customer obligations due under normal
trade terms requiring payment within thirty days from the invoice date and are
stated at the amount billed. Payments of accounts receivable are allocated to
the specific invoices identified on the customer's remittance advice or, if
unspecified, are applied to the earliest unpaid invoices. We periodically review
accounts receivable balances for uncollectible amounts.

Inventories

Inventories are valued primarily at the lower of cost or market. Cost is
determined using the first-in, first-out method. Market is determined based on
the net realizable value. We estimate and record provisions for obsolete
inventories when necessary.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets (usually 5 to
7 years). Expenditures for maintenance and repairs are expensed when incurred
and betterments are capitalized. We assess the carrying values of long-lived
assets for impairment when circumstances warrant such a review. In performing
this assessment, we consider current market analysis and appraisal of the
property and equipment, along with estimates of future cash flows. We recognize
impairment losses when undiscounted cash flows estimated to be generated from
long-lived assets are less than the amount of undepreciated assets.

Intangible Assets

Intangible assets consist of patent and trademark costs. Patent costs are costs
incurred to develop and file patent applications. Trademark costs are costs
incurred to develop and file trademark applications. If the patents or
trademarks are approved, the costs are amortized using the straight-line method
over the estimated lives of 7 years for patents and 10 years for trademarks.
Unsuccessful patent and trademark application costs are expensed at the time the
application is denied. We assess the carrying values of long-lived assets for
impairment when circumstances warrant such a review. In performing this
assessment, we consider current market analysis and appraisal of the technology,
along with estimates of future cash flows. We recognize impairment losses when
undiscounted cash flows estimated to be generated from long-lived assets are
less than the amount of unamortized assets.

Beneficial Conversion Feature

We have adopted Emerging Issues Task Force ("EITF") Issue No. 98-5, "Accounting
for Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios," and EITF Issue No. 00-27, "Application of EITF
Issue No. 98-5 to Certain Convertible Instruments." We have incurred debt with a
conversion feature that provides for a rate of conversion that is below market
value. This feature was recorded as a beneficial conversion feature pursuant to
EITF Issues No. 98-5 and 00-27.

Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Research and Development Costs

In accordance with Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs," research and development costs
are expensed as incurred.

Revenue Recognition

We apply the provisions of SEC Staff Accounting Bulletin No. 104, "Revenue
Recognition in Financial Statements" ("SAB 104"), which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. SAB 104 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosure related to revenue
recognition policies. In general, we recognize revenue related to goods and
services provided when (i) persuasive evidence of an arrangement exists, (ii)
delivery has occurred or services have been rendered, (iii) the fee is fixed or
determinable, and (iv) collectability is reasonably assured.


                                       10
<PAGE>

Our revenues are generated from sale of products, performance of professional
services and provision of warranty services. Revenues from the sale of products
are generally recognized upon shipment of product, which corresponds with the
transfer of title. The costs of shipping are typically billed to the customer
upon shipment and are included in cost of sales. Revenues from the provision of
professional services are recognized at such time as the services are provided.
Warranty services revenues are recognized ratably over the term of the warranty
period.

Stock Options

Prior to January 1, 2006, we accounted for stock compensation plans under the
recognition and measurement provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations
("APB 25"), as permitted by FASB Statement No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). No stock-based employee compensation cost was
recognized for stock option awards in the consolidated statements of operations
for the periods prior to January 1, 2006, as all options granted under those
plans had an exercise price equal to the market value of the common stock on the
date of the grant in accordance with APB 25.

Effective January 1, 2006, we adopted the fair value recognition provisions of
FASB Statement No. 123(R), "Share-Based Payment" ("SFAS 123R"), using the
modified-prospective-transition method. Under this transition method, total
compensation cost includes compensation costs for all share-based payments
granted prior to, but not yet vested as of January 1, 2006, based on the grant
date fair value estimated in accordance with the original provisions of SFAS
123, and compensation costs for all share-based payments granted subsequent to
January 1, 2006, based on the grant date fair value estimated in accordance with
the provisions of SFAS 123R. We estimated the fair value of our option awards
granted prior to January 1, 2006 using the Black-Scholes option-pricing formula,
and we continue to use this model. We record compensation expense for stock
options ratably over the option's vesting period. Results for prior periods have
not been restated.

Basic and Fully Diluted Loss Per Share of Common Stock

The basic loss per share of common stock is based on the weighted average number
of shares issued and outstanding during the period of the financial statements.
Outstanding stock options and warrants have not been considered in the fully
diluted loss per share calculations due to the anti-dilutive effect.

Impairment of Long-Lived Assets

In accordance with Financial Accounting Standards Board Statement No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," we record
impairment of long-lived assets to be held and used or to be disposed of when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the carrying amount.

Fair Value of Financial Instruments

The recorded amounts of financial instruments, including cash equivalents,
accounts receivable, accounts payable, accrued expenses, and long-term debt,
approximate their market values. We have no investments in derivative financial
instruments.

Note 4 - Inventories

Inventories consisted of the following at June 30, 2007 and December 31, 2006:

                                                       June 30,     December 31,
                                                         2007          2006
                                                         ----          ----
                                                     (unaudited)

Component parts and raw materials                    $  345,841      $  528,284
Finished goods                                           72,340         114,081
Units placed at prospective customer sites              551,225         551,225
                                                     ----------      ----------
Total inventories                                    $  969,406      $1,193,590
                                                     ==========      ==========


                                       11
<PAGE>

Note 5 - Long-Term Debt

We received $100,000 during 2003 under a Community Economic Betterment Account
("CEBA") venture project royalty agreement with the Iowa Department of Economic
Development. The agreement requires us to pay an annual royalty equal to one
percent of prior year total gross revenues, paid in equal semi-annual payments,
until a total repayment of $200,000 has been reached. The estimated total
repayment for 2007 is $5,000.

We received a $150,000 non-interest bearing loan during 2005 from the State of
Iowa. The agreement requires us to meet certain milestones, with the note
convertible into a non-repayable grant upon completion of those milestones. If
we do not fulfill the requirements of the agreement, we may be required to repay
the funds, including interest at an annual interest rate of 6%. As we have not
met all of the milestones as of June 30, 2007, the amount is carried as a
liability in the financial statements. Accrued interest on this loan at June 30,
2007 was $12,000.

We received a $100,000 non-interest bearing loan from the State of Iowa during
2005. This loan is repayable in monthly installments of $1,667.

We received loans totaling $100,000 from the City of Ames, Iowa during 2005.
These loans are repayable in monthly installments totaling $1,099, which include
interest at an annual rate of 2.125%.

We received a $68,201 loan from a finance company during 2007. This loan is
repayable in monthly installments of $5,758, which include interest at an annual
rate of 7.67%. Accrued interest on this loan at June 30, 2007 was $404.

We had the following debt obligations at June 30, 2007 and December 31, 2006:

                                                         June 30,   December 31,
                                                           2007         2006
                                                           ----         ----
                                                       (unaudited)
Note payable, CEBA, due semi-annually, non-interest
 bearing and unsecured, payments based upon revenues     $ 94,329     $ 96,405

Note payable, State of Iowa, no payments due pending
 completion of milestones, non-interest bearing,
 unsecured and convertible to grant                       150,000      150,000

Note payable, State of Iowa, payable in monthly
 installments, non-interest bearing and unsecured          76,667       86,666

Notes payable, City of Ames, Iowa, payable in monthly
 installments including interest at 2.125% unsecured       65,365       77,685

Note payable, finance company, payable in monthly
 installments including interest at 7.67% unsecured        63,153           --
                                                         --------     --------
Total debt obligations                                   $449,514     $410,756
Current portion                                          (238,104)    (131,896)
                                                         --------     --------
Long-term portion                                        $211,410     $278,860
                                                         ========     ========

Note 6 - Common Stock Warrants and Options

Warrants


                                       12
<PAGE>

At June 30, 2007, we had outstanding warrants that allow the holders to purchase
up to 1,344,428 shares of our common stock at prices ranging from $0.84 to $3.90
per share.

Options

During the second quarter of 2007 our Board of Directors approved the BioForce
Nanosciences Holdings, Inc. Amended and Restated 2006 Equity Incentive Plan.
Under the terms of this plan, options may be granted to officers, directors,
employees, consultants and independent contractors to purchase up to an
aggregate of 7,197,245 shares of our common stock. This plan, upon approval by
our shareholders, would replace the BioForce Nanosciences Holdings, Inc. 2006
Equity Incentive Plan, the BioForce Nanosciences, Inc. 2003 Stock Option Plan
and the BioForce Nanosciences, Inc. 2000 Amended and Restated Stock Option Plan.
Absent shareholder approval, the three prior plans would survive to support
incentive stock options granted under them, and incentive stock options granted
under the Amended and Restated 2006 Equity Incentive Plan would become
non-statutory stock options.

Under the terms of the 2000 Amended and Restated Stock Option Plan, options may
be granted to officers, directors, employees, consultants and independent
contractors to purchase up to an aggregate of 1,009,545 shares of our common
stock. As of June 30, 2007, there were 182,312 options outstanding under this
plan at exercise prices of $0.34 to $0.84 per share.

Under the terms of the 2003 Stock Option Plan, options may be granted to
officers, directors, employees and consultants to purchase up to an aggregate of
1,187,700 shares of our common stock. As of June 30, 2007, there were 1,161,185
options outstanding under this plan at exercise prices of $1.05 to $3.75 per
share.

Under the terms of the 2006 Equity Incentive Plan, options may be granted to
officers and employees to purchase up to an aggregate of 5,000,000 shares of our
common stock. As of June 30, 2007, there were 3,167,460 options outstanding
under this plan at exercise prices of $0.91 to $4.60 per share.

Note 7 - Issuance of Common Stock

In February 2007 we issued 100,000 shares of our common stock, at a price of
$2.57 per share, for services to be performed by a financial advisor.

Note 8 - Pro Forma Financial Information

To supplement our consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States (GAAP), we provide
investors with certain non-GAAP financial measures. These non-GAAP measures
exclude the effect of non-cash stock compensation expense for stock options and
stock warrants, and interest expense associated with beneficial conversion
features of convertible debt. The non-GAAP results are an indicator of our
performance before items that are considered by management to be outside of our
core operating results.

Three Months Ended June 30, 2007

<TABLE>
<CAPTION>
                                                                                                       Impact of
                                                                                                       SFAS 123R
                                                                                                     and beneficial
                                                                                                       conversion
                                                                                    As reported         interest         Pro forma
                                                                                    -----------       -----------       -----------
<S>                                                                                 <C>               <C>               <C>
Revenues                                                                            $   184,811       $        --       $   184,811

Cost of Goods Sold                                                                      155,755           (14,834)          140,921
                                                                                    -----------       -----------       -----------
Gross Margin                                                                             29,056            14,834            43,890

Operating Expenses

     Research and development                                                           292,048           (30,072)          261,976
     Sales and marketing                                                                323,397           (72,769)          250,628
     General and administrative                                                         673,513          (151,683)          521,830
     Reimbursement of grant expenses                                                   (165,297)               --          (165,297)
                                                                                    -----------       -----------       -----------
         Total operating expenses                                                     1,123,661          (254,524)          869,137
                                                                                    -----------       -----------       -----------
         Loss from operations before other income (expense)                          (1,094,605)          269,358          (825,247)

Other income (expense)

     Interest and other income                                                           12,838                --            12,838
     Interest expense                                                                    (3,791)               --            (3,791)
                                                                                    -----------       -----------       -----------
         Total other income (expense)                                                     9,047                --             9,047
                                                                                    -----------       -----------       -----------
         Loss before income tax                                                      (1,085,558)          269,358          (816,200)

Income tax expense                                                                           --                --                --
                                                                                    -----------       -----------       -----------
         Net loss                                                                   ($1,085,558)      $   269,358       ($  816,200)
                                                                                    ===========       ===========       ===========
</TABLE>


                                       13
<PAGE>

Six Months Ended June 30, 2007

<TABLE>
<CAPTION>
                                                                                                       Impact of
                                                                                                       SFAS 123R
                                                                                                     and beneficial
                                                                                                       conversion
                                                                                    As reported         interest         Pro forma
                                                                                    -----------       -----------       -----------
<S>                                                                                 <C>               <C>               <C>
Revenues                                                                            $   543,566       $        --       $   543,566

Cost of Goods Sold                                                                      338,361           (25,630)          312,731
                                                                                    -----------       -----------       -----------
Gross Margin                                                                            205,205            25,630           230,835

Operating Expenses

     Research and development                                                           570,848           (65,452)          505,396
     Sales and marketing                                                                629,405          (130,154)          499,251
     General and administrative                                                       1,332,221          (365,581)          966,640
     Reimbursement of grant expenses                                                   (290,220)               --          (290,220)
                                                                                    -----------       -----------       -----------
         Total operating expenses                                                     2,242,254          (561,187)        1,681,067
                                                                                    -----------       -----------       -----------
         Loss from operations before other income (expense)                          (2,037,049)          586,817        (1,450,232)

Other income (expense)

     Interest and other income                                                           34,974                --            34,974
     Interest expense                                                                    (6,800)               --            (6,800)
                                                                                    -----------       -----------       -----------
         Total other income (expense)                                                    28,174                --            28,174
                                                                                    -----------       -----------       -----------
         Loss before income tax                                                      (2,008,875)          586,817        (1,422,058)

Income tax expense                                                                           --                --                --
                                                                                    -----------       -----------       -----------
         Net loss                                                                   ($2,008,875)      $   586,817       ($1,422,058)
                                                                                    ===========       ===========       ===========
</TABLE>


                                       14
<PAGE>

Three Months Ended June 30, 2006

<TABLE>
<CAPTION>
                                                                                                       Impact of
                                                                                                       SFAS 123R
                                                                                                     and beneficial
                                                                                                       conversion
                                                                                    As reported         interest         Pro forma
                                                                                    -----------       -----------       -----------
<S>                                                                                 <C>               <C>               <C>
Revenues                                                                            $    28,822       $        --       $    28,822

Cost of Goods Sold                                                                       26,499                --            26,499
                                                                                    -----------       -----------       -----------
Gross Margin                                                                              2,323                --             2,323

Operating Expenses

     Research and development                                                           215,138           (16,099)          199,039
     Sales and marketing                                                                118,288               (83)          118,205
     General and administrative                                                         558,578          (230,993)          327,585
     Reimbursement of grant expenses                                                    (53,249)               --           (53,249)
                                                                                    -----------       -----------       -----------
         Total operating expenses                                                       838,755          (247,175)          591,580
                                                                                    -----------       -----------       -----------
         Loss from operations before other income (expense)                            (836,432)          247,175          (589,257)

Other income (expense)

     Interest and other income                                                           52,214                --            52,214
     Interest expense                                                                      (587)               --              (587)
                                                                                    -----------       -----------       -----------
         Total other income (expense)                                                    51,627                --            51,627
                                                                                    -----------       -----------       -----------
         Loss before income tax                                                        (784,805)          247,175          (537,630)

Income tax expense                                                                           --                --                --
                                                                                    -----------       -----------       -----------
         Net loss                                                                   ($  784,805)      $   247,175       ($  537,630)
                                                                                    ===========       ===========       ===========
</TABLE>


                                       15
<PAGE>

Six Months Ended June 30, 2006

<TABLE>
<CAPTION>
                                                                                                       Impact of
                                                                                                       SFAS 123R
                                                                                                     and beneficial
                                                                                                       conversion
                                                                                    As reported         interest         Pro forma
                                                                                    -----------       -----------       -----------
<S>                                                                                 <C>               <C>               <C>
Revenues                                                                            $   230,198       $        --       $   230,198

Cost of Goods Sold                                                                       78,086                --            78,086
                                                                                    -----------       -----------       -----------
Gross Margin                                                                            152,112                --           152,112

Operating Expenses

     Research and development                                                           384,738           (28,179)          356,559
     Sales and marketing                                                                181,980              (167)          181,813
     General and administrative                                                         814,118          (262,776)          551,342
     Reimbursement of grant expenses                                                   (101,429)               --          (101,429)
                                                                                    -----------       -----------       -----------
         Total operating expenses                                                     1,279,407          (291,122)          988,285
                                                                                    -----------       -----------       -----------
         Loss from operations before other income (expense)                          (1,127,295)          291,122          (836,173)

Other income (expense)

     Interest and other income                                                           65,722                --            65,722
     Interest expense                                                                  (975,794)          947,317           (28,477)
                                                                                    -----------       -----------       -----------
         Total other income (expense)                                                  (910,072)          947,317           (37,245)
                                                                                    -----------       -----------       -----------
         Loss before income tax                                                      (2,037,367)        1,238,439          (798,928)

Income tax expense                                                                           --                --                --
                                                                                    -----------       -----------       -----------
         Net loss                                                                   ($2,037,367)      $ 1,238,439       ($  798,928)
                                                                                    ===========       ===========       ===========
</TABLE>


                                       16
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking and Cautionary Statements

This report contains certain forward-looking statements. These statements relate
to our future financial performance and involve known and unknown risks and
uncertainties. These factors may cause our Company's, or our industry's actual
results, levels of activity, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expects," "intends," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
those terms or other comparable terminology.

These statements are only predictions. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.

Management's discussion and analysis provides a review of our operating results
for the three and six month periods ended June 30, 2007 and 2006, and our
financial condition at June 30, 2007 and December 31, 2006. The focus of this
review is on the underlying business reasons for significant changes and trends
affecting our revenues, net losses, cash flows and financial condition. This
review should be read in conjunction with the accompanying consolidated
financial statements and related notes thereto included in this report.

Results of Operations

Three months ended June 30, 2007 and 2006

Revenues

Our revenues of $184,811 for the three months ended June 30, 2007 represented an
increase of $155,989 (541.2%) over revenues of $28,822 for the three month
period ended June 30, 2006. The increase was primarily attributable to the sale
of one Nano eNabler(TM) system during the three month period ended June 30,
2007, as compared to no Nano eNabler(TM) systems having been sold during the
three month period ended June 30, 2006.

Total revenues for the three month periods ended June 30, 2007 and 2006 were
made up of the following components:


                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                                 2007          2006
                                                                                 ----          ----
<S>                                                                            <C>           <C>
            Nano eNabler(TM) system sales                                      $117,057      $     --
            Nano eNabler(TM) system installation and training                     9,674            --
            Nano eNabler(TM) system warranties                                    4,278            --
            SPT(TM) surface patterning tools and Sindex(TM) silicon chips         9,817           100
            Atomic Force Microscopy (AFM) products                               39,562        28,322
            Other                                                                 4,423           400
                                                                               --------      --------
            Total revenues                                                     $184,811      $ 28,822
                                                                               ========      ========
</TABLE>

International sales represent a significant portion of our business, with three
of our six Nano eNabler(TM) system sales to date and approximately 70% of our
AFM products revenues coming from international markets. The percentage of our
business attributable to international customers has not changed significantly
during the past three years.

We anticipate that the percentage of our revenues generated by Nano eNabler(TM)
system sales will increase in future periods as a result of continued
penetration of the available market for this product.

In April 2007, we discontinued our business activities related to the production
and sale of certain of our AFM products. These activities did not constitute a
material portion of our business operations, accounting for 5.1% of our calendar
year 2006 revenues, and we do not believe that this will have a material impact
upon our future financial results.

Gross Margins

Overall gross margins were 15.7% during the three months ended June 30, 2007, as
compared to 8.1% during the same three month period in 2006. The gross margin
increase from 2006 to 2007 was a result of the significantly higher revenues in
2007.

We believe that our gross margins will increase as our manufacturing volumes
increase and opportunities for efficiencies of scale are realized.

Operating Expenses

Effective January 1, 2006, we adopted the fair value recognition provisions of
FASB Statement No. 123(R), "Share-Based Payment" ("SFAS 123R"), using the
modified-prospective-transition method for our stock compensation plans. Our
operating expenses for the three months ended June 30, 2007 reflect $254,524 of
costs recorded as a result of the implementation of SFAS 123R, as compared to
$247,175 for the same period in 2006.

Research and development costs for the three month period ended June 30, 2007
were $292,048 as compared to $215,138 for the three month period ended June 30,
2006. The $76,910 (35.7%) increase from 2006 to 2007 was primarily a result of
an increased level of research and development staffing and an increase in the
research and development costs recorded as a result of implementation of SFAS
123R.

Sales and marketing costs for the three month period ended June 30, 2007 were
$323,397 as compared to $118,288 for the three month period ended June 30, 2006.
The $205,109 (173.4%) increase from 2006 to 2007 was primarily a result of
significantly increased levels of staffing, travel and other costs associated
with our Nano eNabler(TM) system Pilot Placement Program, an increase in sales
commission expense, increased efforts to make the marketplace aware of our
products, and an increase in the sales and marketing costs recorded as a result
of implementation of SFAS 123R.

General and administrative costs for the three month period ended June 30, 2007
were $673,513 as compared to $558,578 for the three month period ended June 30,
2006. The $114,935 (20.6%) increase from 2006 to 2007 was primarily a result of
salary costs associated with our addition of a Chief Financial Officer and a
General Counsel, increased levels of other administrative staffing, increased
efforts to make the investment community aware of our Company, and increased
levels of spending on defense of our patents.

Reimbursement of grant expenses represents amounts that we were reimbursed under
grants from the U.S. National Institutes of Health. Amounts received during the
three months ended June 30, 2007 were $165,297 as compared to $53,249 during the
three month period ended June 30, 2006. The increase from 2006 to 2007 reflects
our increased levels of spending on grant-related activities as well as
additional grant funding that we were awarded subsequent to June 30, 2006. We
were notified in April 2007 that we had been awarded a $200,000 grant to
continue one of our ongoing research projects. We expect that the funding from
this grant will be received during the period from May 2007 through July 2008.


                                       18
<PAGE>

We expect our levels of operating expenses to increase as our business expands.
In particular, we foresee increases in our sales and marketing expenditures as
we seek to increase access to the available market for Nano eNabler(TM) systems,
and in our research and development expenditures as we develop next generation
versions of the Nano eNabler(TM) system as well as pursue certain scientific
applications that are made possible by the capabilities of the Nano eNabler(TM)
system.

Interest and Other Income

Interest and other income for the three months ended June 30, 2007 was $12,838
as compared to $52,214 for the three months ended June 30, 2006. The decrease
from 2006 to 2007 is a result of lower average cash balances available for
investment during 2007.

Interest Expense

Interest expense for the three months ended June 30, 2007 was $3,791 as compared
to $587 for the three months ended June 30, 2006. The increase from 2006 to 2007
is a result of one of our loans beginning to bear interest as well as additional
borrowing.

Net Loss

As a result of the above-mentioned items, our net loss for the three months
ended June 30, 2007 was $1,085,558 as compared to a net loss of $784,805 for the
three months ended June 30, 2006.

Six months ended June 30, 2007 and 2006

Revenues

Our revenues of $543,566 for the six months ended June 30, 2007 represented an
increase of $313,368 (136.1%) over revenues of $230,198 for the six month period
ended June 30, 2006. The increase was primarily attributable to the sale of four
Nano eNabler(TM) systems during the six month period ended June 30, 2007, as
compared to one Nano eNabler(TM) system having been sold during the six month
period ended June 30, 2006.

Total revenues for the six month periods ended June 30, 2007 and 2006 were made
up of the following components:

<TABLE>
<CAPTION>
                                                                                  2007         2006
                                                                                  ----         ----
<S>                                                                            <C>           <C>
            Nano eNabler(TM) system sales                                      $412,315      $147,000
            Nano eNabler(TM) system installation and training                    12,082            --
            Nano eNabler(TM) system warranties                                    7,642            --
            SPT(TM) surface patterning tools and Sindex(TM) silicon chips        23,005        22,800
            AFM products                                                         83,299        59,698
            Other                                                                 5,223           700
                                                                               --------      --------
            Total revenues                                                     $543,566      $230,198
                                                                               ========      ========
</TABLE>

International sales represent a significant portion of our business, with three
of our six Nano eNabler(TM) system sales to date and approximately 70% of our
AFM products revenues coming from international markets. The percentage of our
business attributable to international customers has not changed significantly
during the past three years.

We anticipate that the percentage of our revenues generated by Nano eNabler(TM)
system sales will increase in future periods as a result of continued
penetration of the available market for this product.

In April 2007, we discontinued our business activities related to the production
and sale of certain of our AFM products. These activities did not constitute a
material portion of our business operations, accounting for 5.1% of our calendar
year 2006 revenues, and we do not believe that this will have a material impact
upon our future financial results.

Gross Margins

Overall gross margins were 37.8% during the six months ended June 30, 2007, as
compared to 66.1% during the same six month period in 2006. The gross margin
decrease from 2006 to 2007 was a result of adding manufacturing capacity, and
therefore manufacturing overhead, subsequent to June 30, 2006, as well as costs
recorded as a result of implementation of SFAS 123R.


                                       19
<PAGE>

We believe that our gross margins will increase as our manufacturing volumes
increase and opportunities for efficiencies of scale are realized.

Operating Expenses

Effective January 1, 2006, we adopted the fair value recognition provisions of
FASB Statement No. 123(R), "Share-Based Payment" ("SFAS 123R"), using the
modified-prospective-transition method for our stock compensation plans. Our
operating expenses for the six months ended June 30, 2007 reflect $561,187 of
costs recorded as a result of the implementation of SFAS 123R, as compared to
$291,122 for the same period in 2006.

Research and development costs for the six month period ended June 30, 2007 were
$570,848 as compared to $384,738 for the six month period ended June 30, 2006.
The $186,110 (48.4%) increase from 2006 to 2007 was primarily a result of an
increased level of research and development staffing and an increase in the
research and development costs recorded as a result of implementation of SFAS
123R.

Sales and marketing costs for the six month period ended June 30, 2007 were
$629,405 as compared to $181,980 for the six month period ended June 30, 2006.
The $447,425 (245.9%) increase from 2006 to 2007 was primarily a result of
significantly increased levels of staffing, travel and other costs associated
with our Nano eNabler(TM) system Pilot Placement Program, an increase in sales
commission expense, increased efforts to make the marketplace aware of our
products, and an increase in the sales and marketing costs recorded as a result
of implementation of SFAS 123R.

General and administrative costs for the six month period ended June 30, 2007
were $1,332,221 as compared to $814,118 for the six month period ended June 30,
2006. The $518,103 (63.6%) increase from 2006 to 2007 was primarily a result of
salary and hiring costs associated with our addition of a Chief Financial
Officer and a General Counsel, increased levels of other administrative
staffing, increased efforts to make the investment community aware of our
Company, increased levels of spending on defense of our patents, and an increase
in the general and administrative costs recorded as a result of implementation
of SFAS 123R.

Reimbursement of grant expenses represents amounts that we were reimbursed under
grants from the U.S. National Institutes of Health. Amounts received during the
six months ended June 30, 2007 were $290,220 as compared to $101,429 during the
six month period ended June 30, 2006. The increase from 2006 to 2007 reflects
our increased levels of spending on grant-related activities as well as
additional grant funding that was awarded to the company subsequent to June 30,
2006. We were notified in April 2007 that we had been awarded a $200,000 grant
to continue one of our ongoing research projects. We expect that the funding
from this grant will be received during the period from May 2007 through July
2008.

We expect our levels of operating expenses to increase as our business expands.
In particular, we foresee increases in our sales and marketing expenditures as
we seek to increase access to the available market for Nano eNabler(TM) systems,
and in our research and development expenditures as we develop next generation
versions of the Nano eNabler(TM) system as well as pursue certain scientific
applications that are made possible by the capabilities of the Nano eNabler(TM)
system.

Interest and Other Income

Interest and other income for the six months ended June 30, 2007 was $34,974 as
compared to $65,722 for the six months ended June 30, 2006. The decrease from
2006 to 2007 is a result of lower average cash balances available for investment
during 2007.

Interest Expense

Interest expense for the six months ended June 30, 2007 was $6,800 as compared
to $975,794 for the six months ended June 30, 2006. Included in these interest
expense figures is a non-cash amount related to the beneficial conversion
feature of convertible debt of $947,317 in 2006. The debt associated with this
beneficial conversion amount was incurred during 2004 and 2005, and was
converted to equity in February 2006. The conversion to equity triggered
recognition as expense of the value of the beneficial conversion feature that
had not been expensed during 2004 and 2005, causing the significant increase in
2006 expense related to this item. Interest expense other than beneficial
conversion feature charges was higher during 2006 than in 2007 as a result of
$1,550,000 of convertible debt financing which was outstanding during January
and February of 2006.

Net Loss

As a result of the above-mentioned items, our net loss for the six months ended
June 30, 2007 was $2,008,875 as compared to a net loss of $2,037,367 for the six
months ended June 30, 2006.


                                       20
<PAGE>

Liquidity and Capital Resources

Our cash reserves were $761,974 on June 30, 2007, as compared to $2,602,686 as
of December 31, 2006. We used $1,534,896 of cash in our operating activities
during the six month period ended June 30, 2007, as compared to $854,197 in the
first six months of 2006 for these purposes. We also used cash of $344,574
during the six months ended June 30, 2007 to purchase equipment and pay for the
costs of patenting and trademarking our intellectual property, as compared to
$124,949 for these purposes during the six months ended June 30, 2006.

During the first six months of 2007 we received $68,201 in proceeds of debt
financings, and utilized $29,443 to make payments on outstanding long-term debt.
There were no such proceeds during the first six months of 2006. During the
first six months of 2006, we received $5,280,156 of net cash from the issuance
of our common stock in a private placement. There have been no such proceeds
during 2007. We were able to satisfy $1,641,168 of our debt obligations through
the issuance of shares of our common stock during 2006.

We have been financed to date by raising capital through revenues from sale of
our products, private equity offerings, loans from related parties, governmental
grants and loans from government entities. While our revenues have been
increasing, and we expect this trend to continue, we anticipate that we will
continue to require external financing in order to fund our operations.

It is our intention to augment our cash reserves via the issuance of our equity
securities in a private placement, or by incurring additional debt, in amounts
such that we will be able to finance our continuing operations. Until we are
able to obtain additional capital, we will continue to delay some planned
investments in sales and marketing and research and development, as well as look
to reduce current expenditure levels when this is possible without impacting our
ability to deliver product and service our customers. If we are unable to
identify additional sources of capital, we will be required to limit certain of
our business activities, including sales and marketing expenditures as well as
research and development activities.

Due to the research and development nature of our company, we have sustained
significant operating losses and are dependent upon debt and equity financing,
sales of our Nano eNabler(TM) system and other products, and continued grant
receipts to fund our future operations. Our ability to continue as a going
concern is dependent on our ability to raise capital for marketing our products
and to increase revenues to cover operating expenses. If we are unable to secure
adequate financing or increase revenues, there is substantial doubt about our
ability to continue as a going concern.

We expect that our existing cash reserves plus anticipated collection of
existing accounts receivable will be sufficient to sustain our operations
through mid-October 2007. We anticipate generating sufficient revenue to allow
us to finance our operations through the end of November 2007 without additional
funding.

During 2007 we have engaged the services of several investment banking firms to
assist us with our efforts to place an investment in the company. To date those
efforts have not resulted in an investment being made. Our activities related to
funding, both through these investment bankers and via other avenues, are
ongoing.

Our net working capital at June 30, 2007 was $1,321,099, as compared to net
working capital of $3,033,551 at December 31, 2006. The decrease in working
capital is attributable to our loss from operations during the first half of
2007.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining effective
disclosure controls and procedures. Our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act
of 1934, as amended) are designed to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's (SEC) rules and forms, and that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officers, as appropriate, to allow
timely decisions regarding required disclosure.


                                       21
<PAGE>

As of the end of the period covered by this report, and with the participation
of our principal executive officer and our principal financial officer, we
evaluated the effectiveness of our disclosure controls and procedures. Certain
weaknesses in the disclosure controls and procedures were identified and
reported prior to this quarter on an amended Current Report on Form 8-K.

These material weaknesses were addressed as follows.

      o     We hired a Chief Financial Officer, whose employment started January
            15, 2007. He has reviewed our disclosure controls and procedures for
            compliance with the requirements of the Securities Exchange Act of
            1934, as those requirements relate to and become effective for a
            small business. In so doing, he has developed and implemented
            disclosure controls and procedures appropriate for a company of our
            size.

      o     We improved procedures related to the recording and reporting of our
            allocation of general and administrative expenses with our
            subsidiary, including dedicating additional resources to our
            liability reporting processes and the procedures and controls
            surrounding the liability reporting processes, and increasing review
            and approval controls by senior financial personnel over the
            personnel that perform the processes.

We do believe that these steps were effective, and that our controls and
procedures were effective for the three and six month periods ended June 30,
2007.

Changes in Internal Control over Financial Reporting

Other than as disclosed above, there was no change in our internal control over
financial reporting that occurred during the period covered by this report that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

At the end of 2007, Section 404 of the Sarbanes-Oxley Act will require our
management to provide an assessment of the effectiveness of our internal control
over financial reporting, and at the end of 2008, our independent registered
public accountants will be required to audit management's assessment. We are in
the process of performing the system and process documentation, evaluation and
testing required for management to make this assessment and for our independent
registered public accountants to provide their attestation report. We have not
completed this process or our assessment, and this process will require
significant amounts of management time and resources. In the course of
evaluation and testing, management may identify deficiencies that will need to
be addressed and remedied.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We reported on the status of a request filed with the U.S. Patent and Trademark
Office ("USPTO") for the reexamination of U.S. Patent 6,573,369 in our prior SEC
filings. The patent was issued to our wholly-owned subsidiary BioForce
Nanosciences, Inc. on June 3, 2003. The patent describes an array of
biomolecules where the domain sizes are less than one micron squared. On June
19, 2007, the USPTO entered an amendment to its prior office actions and
rejected all of our subsidiary's remaining patent claims except one. On June 29,
2007, our subsidiary submitted an Appeal Brief to the USPTO appealing the
determination. Because this patent is not critical to our current business, we
anticipate that an unfavorable result in respect to the appeal would not have a
material adverse effect on our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 9, 2007, our Board of Directors approved a Research and Marketing
Agreement with RedChip Companies, Inc. under which we granted RedChip, in
partial payment for its services, a warrant to purchase up to 80,000 shares of
our common stock at a strike price of $1.50 per share. The warrant vests at the
rate of 6,666 shares per month (6,667 shares in the twelfth month). The warrant
has certain piggyback registration rights and expires three years after its date
of issuance. Our obligation to vest monthly increments of shares under the
warrant ceases if the Research and Marketing Agreement is terminated.


                                       22
<PAGE>

Our grant of the warrant to RedChip was made in reliance on an exemption from
registration provided by Section 4(2) of the Securities Act of 1933 ("Securities
Act"). RedChip represents itself as an "accredited investor" as defined in Rule
501(a) of Regulation D promulgated under the Securities Act.

Item 3. Defaults Upon Senior Securities.

      None.

Item 4. Submission of Matters to a Vote of Security Holders.

      None.

Item 5. Other Information.

      On August 13, 2007, we entered into an employment agreement with our
Executive Vice President, Chief Financial Officer and Treasurer Gregory D.
Brown, a copy of which agreement is attached hereto as Exhibit 10.3 and
incorporated by reference. This agreement serves to amend our December 27, 2006
employment offer letter with Mr. Brown, which letter we filed as an exhibit to a
Form 8-K on January 16, 2007, upon Mr. Brown's commencement of employment.

Item 6. Exhibits.

Exhibit  Exhibit Name
  No.

 10.1       Amended and Restated 2006 Equity Incentive Plan

 10.2       Form of Stock Option Agreement for Amended and Restated 2006 Equity
            Incentive Plan

 10.3       Employment Agreement with Gregory D. Brown, dated as of August 13,
            2007

 10.4       Amendment Number 1 to Employment Agreement with Eric Henderson,
            dated June 13, 2007

 10.5       Amendment Number 1 to Employment Agreement with Kerry M. Frey, dated
            June 13, 2007

 31.1       Certification of Principal Executive Officer Pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002

 31.2       Certification of Principal Financial Officer Pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002

 32.1       Certification of Chief Executive Officer Pursuant to 18 U.S.C.
            Section 1350, as Adopted Pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

 32.2       Certification of Chief Financial Officer Pursuant to 18 U.S.C.
            Section 1350, as Adopted Pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

                                   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.


Date: August 14, 2007
                                            ------------------------------------
                                            Eric Henderson
                                            Chief Executive Officer


Date: August 14, 2007
                                            ------------------------------------
                                            Gregory D. Brown
                                            Chief Financial Officer