**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





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


For
      the
      quarterly period ended September 30, 2007





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


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 incorporation or organization)
            
            (IRS
                Employer Identification No.)





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
ýNo
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
oNo
ý





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 October 31, 2007





Transitional
      Small Business Disclosure Format: Yes oNo ý





**BioForce
      Nanosciences Holdings, Inc.**




**TABLE
      OF CONTENTS**




Page**PART
                I – FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            14Item
                3.
            Controls
                and Procedures
            19Item
                3A(T).
            Controls
                and Procedures
            20**PART
                II – OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            20Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            20Item
                3.
            Defaults
                Upon Senior Securities
            21Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            21Item
                5.
            Other
                Information
            21Item
                6.
            Exhibits
            22








**BioForceNanosciences
      Holdings, Inc.**


**Report
      on Form 10-QSB**


**For
      the Quarter Ended September 30, 2007**








**PART
      I – FINANCIAL INFORMATION**








**Item
      1.  Financial Statements.**





The
      accompanying balance sheets of BioForce Nanosciences Holdings, Inc. at September
      30, 2007 and December 31, 2006, and the related statements of operations,
      stockholders' equity and cash flows for the three and nine months ended
      September 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 nine months ended September 30, 2007 are not necessarily indicative of
      the
      results that can be expected for the fiscal year ending December 31,
      2007.




3


**BIOFORCE
                  NANOSCIENCES HOLDINGS,
                  INC.****CONSOLIDATED
                  BALANCE
                  SHEETS****ASSETS**09/30/07
              
              
              12/31/06(unaudited)**CURRENT
                  ASSETS**Cash
                  and cash
                  equivalents
              
              $
              551,902
              
              
              $
              2,602,686Accounts
                  receivable - trade,
                  net
              
              
              6,375
              
              
              
              22,153Inventory
              
              
              1,129,071
              
              
              
              1,193,590Prepaid
                  expenses and other
                  assets
              
              
              102,396
              
              
              
              55,351**Total
                  current
                  assets**
              
              
              1,789,744
              
              
              
              3,873,780**PROPERTY
                  AND EQUIPMENT**Computer
                  equipment
              
              
              107,613
              
              
              
              73,180Leasehold
                  improvements
              
              
              380,000
              
              
              
              380,000Scientific
                  and laboratory
                  equipment
              
              
              888,130
              
              
              
              687,280Office
                  furniture and
                  fixtures
              
              
              89,760
              
              
              
              67,384Total
              
              
              1,465,503
              
              
              
              1,207,844Less
                  accumulated
                  depreciation
              
              
              827,157
              
              
              
              669,762**Net
                  property and
                  equipment**
              
              
              638,346
              
              
              
              538,082**INTANGIBLE
                  ASSETS**Patent
                  costs, net of accumulated
                  amortization of $70,229 and $48,759, respectively
              
              
              672,282
              
              
              
              580,426Trademark
                  costs, net of
                  accumulated amortization of $13,799 and $7,397,
                  respectively
              
              
              92,066
              
              
              
              68,699**Total
                  intangible
                  assets**
              
              
              764,348
              
              
              
              649,125**TOTAL
                  ASSETS**
              
              $
              3,192,438
              
              
              $
              5,060,987




The
            accompanying notes are an integral
            part of these consolidated financial statements.
 4




**BIOFORCE
        NANOSCIENCES HOLDINGS, INC.**
 **CONSOLIDATED
        BALANCE SHEETS**
 
 
 **LIABILITIES
        AND STOCKHOLDERS' EQUITY**
 09/30/07
              
              
              12/31/06(unaudited)**CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              318,209
              
              
              $
              506,099Accrued
                  expenses
              
              
              421,829
              
              
              
              193,010Deferred
                  revenue
              
              
              42,688
              
              
              
              9,224Current
                  portion of notes payable
              
              
              108,636
              
              
              
              131,896**Total
                  current liabilities**
              
              
              891,362
              
              
              
              840,229**LONG-TERM
                  DEBT, NET**
              
              
              159,162
              
              
              
              278,860**Total
                  liabilities**
              
              
              1,050,524
              
              
              
              1,119,089**COMMITMENTS
                  and CONTINGENCIES****STOCKHOLDERS'
                  EQUITY**Preferred
                  stock - 2007 and 2006: $0.001 par value, 10,000,000 shares authorized
                  to
                  beissued
                  in various classesSeries
                  A Convertible Preferred Stock - $0.001 par value, 2007: 1,100,000
                  shares
                  authorized,
                  1,000,000 shares issued and outstanding, liquidation value $503,333;
                  2006:  no shares issued or
                  outstanding
              
              
              1,000
              
              
              
              —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
              
              
              
              24,000Additional
                  paid-in capital
              
              
              15,665,310
              
              
              
              13,824,501Accumulated
                  deficit
              
              
              (13,548,496
              )
              
              
              (9,906,603
              )**Total
                  stockholders' equity**
              
              
              2,141,914
              
              
              
              3,941,898**TOTAL
                  LIABILITIES AND****STOCKHOLDERS'
                  EQUITY**
              
              $
              3,192,438
              
              
              $
              5,060,987




The
              accompanying notes are an integral
              part of these consolidated financial statements.
 5




**BIOFORCE
        NANOSCIENCES HOLDINGS, INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(unaudited)**
  For
                  the Three Months Ended
              
              
              For
                  the Nine Months EndedSeptember 30
              
              
              September 302007
              
              
              2006
              
              
              2007
              
              
              2006**REVENUES**
              
              $
              35,842
              
              
              $
              31,430
              
              
              $
              579,408
              
              
              $
              261,628**COST
                  OF GOODS SOLD**
              
              
              95,557
              
              
              
              23,188
              
              
              
              433,918
              
              
              
              101,274**Gross
                  margin**
              
              
              (59,715
              )
              
              
              8,242
              
              
              
              145,490
              
              
              
              160,354**OPERATING
                  EXPENSES**Research
                  and development
              
              
              326,354
              
              
              
              175,399
              
              
              
              897,202
              
              
              
              560,137Sales
                  and marketing
              
              
              289,610
              
              
              
              178,028
              
              
              
              919,015
              
              
              
              360,008General
                  and administrative
              
              
              628,654
              
              
              
              529,004
              
              
              
              1,960,875
              
              
              
              1,343,122Reimbursement
                  of grant expenses
              
              
              (125,195
              )
              
              
              (49,688
              )
              
              
              (415,415
              )
              
              
              (151,117
              )**Total
                  operating expenses**
              
              
              1,119,423
              
              
              
              832,743
              
              
              
              3,361,677
              
              
              
              2,112,150**Loss
                  from operations before other income (expense)**
              
              
              (1,179,138
              )
              
              
              (824,501
              )
              
              
              (3,216,187
              )
              
              
              (1,951,796
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  income
              
              
              6,262
              
              
              
              51,575
              
              
              
              41,236
              
              
              
              117,297Debt
                  forgiveness income
              
              
              164,250
              
              
              
              —
              
              
              
              164,250
              
              
              
              —Abandoned
                  stock offering costs
              
              
              (256,500
              )
              
              
              —
              
              
              
              (256,500
              )
              
              
              —Interest
                  expense
              
              
              (3,719
              )
              
              
              (531
              )
              
              
              (10,519
              )
              
              
              (976,325
              )**Total
                  other income (expense)**
              
              
              (89,707
              )
              
              
              51,044
              
              
              
              (61,533
              )
              
              
              (859,028
              )**Loss
                  before income tax**
              
              
              (1,268,845
              )
              
              
              (773,457
              )
              
              
              (3,277,720
              )
              
              
              (2,810,824
              )**INCOME
                  TAX EXPENSE**
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —**Net
                  loss**
              
              
              (1,268,845
              )
              
              
              (773,457
              )
              
              
              (3,277,720
              )
              
              
              (2,810,824
              )**DIVIDENDS
                  ON PREFERRED STOCK**
              
              
              134,444
              
              
              
              —
              
              
              
              134,444
              
              
              
              —**Net
                  loss on common stock**
              
              $
              (1,403,289
              )
              
              $
              (773,457
              )
              
              $
              (3,412,164
              )
              
              $
              (2,810,824
              )**BASIC
                  AND DILUTED LOSS PER COMMON SHARE**
              
              $
              (0.06
              )
              
              $
              (0.03
              )
              
              $
              (0.14
              )
              
              $
              (0.12
              )**WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
              
              
              24,099,950
              
              
              
              23,999,950
              
              
              
              24,083,466
              
              
              
              23,999,950




The
              accompanying notes are an integral
              part of these consolidated financial statements.
 6




**BIOFORCE
                  NANOSCIENCES HOLDINGS, INC.**
                **CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' EQUITY**
                **For
                  the period January 1, 2006 through September 30, 2007
                  (unaudited)**Series
                  A Convertible
              
              
              
              
              
              Additional
              
              
              
              
              
              
              
              
              TotalPreferred
                    Stock
              
              
              Common
                  Stock
              
              
              Paid-In
              
              
              Treasury
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Stock
              
              
              (Deficit)
              
              
              EquityBalance
                  at January 1, 2006
              
              
              —
              
              
              $
              —
              
              
              
              11,142,276
              
              
              $
              111,423
              
              
              $
              5,915,024
              
              
              $
              (2,500
              )
              
              $
              (5,932,520
              )
              
              $
              91,427Net
                  loss for the year
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (3,974,083
              )
              
              
              (3,974,083
              )Issuance
                  of common stock for debt
              
              
              —
              
              
              
              —
              
              
              
              2,392,198
              
              
              
              23,922
              
              
              
              1,617,246
              
              
              
              —
              
              
              
              —
              
              
              
              1,641,168Issuance
                    of common stock for cash,net of issuance costs of
                    $902,018
              
              
              —
              
              
              
              —
              
              
              
              4,000,000
              
              
              
              40,000
              
              
              
              5,057,982
              
              
              
              —
              
              
              
              —
              
              
              
              5,097,982Stock-based
                  compensation expense -options and warrants
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              1,085,404
              
              
              
              —
              
              
              
              —
              
              
              
              1,085,404Recapitalization
              
              
              —
              
              
              
              —
              
              
              
              6,465,476
              
              
              
              (151,345
              )
              
              
              148,845
              
              
              
              2,500
              
              
              
              —
              
              
              
              —Balance
                  at December 31, 2006
              
              
              —
              
              
              
              —
              
              
              
              23,999,950
              
              
              
              24,000
              
              
              
              13,824,501
              
              
              
              —
              
              
              
              (9,906,603
              )
              
              
              3,941,898Net
                    loss for the nine months endedSeptember 30,
                    2007
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (3,277,720
              )
              
              
              (3,277,720
              )Dividends
                  on preferred stock
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,333
              )
              
              
              (3,333
              )Dividends
                  related to sale of warrants
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              229,729
              
              
              
              
              
              
              
              (229,729
              )
              
              
              —Preferred
                  stock conversion discount
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              131,111
              
              
              
              
              
              
              
              (131,111
              )
              
              
              —Issuance
                    of common stock forservices
              
              
              —
              
              
              
              —
              
              
              
              100,000
              
              
              
              100
              
              
              
              256,400
              
              
              
              —
              
              
              
              —
              
              
              
              256,500Issuance
                    of Series A Convertible Preferred Stock for cash, net of issuance
                    costs of
                    $126,616
              
              
              1,000,000
              
              
              
              1,000
              
              
              
              
              
              
              
              
              
              
              
              54,058
              
              
              
              
              
              
              
              
              
              
              
              55,058Issuance
                      of stock purchase warrantsfor cash, net of issuance costs of
                      $221,854
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              96,472
              
              
              
              
              
              
              
              
              
              
              
              96,472Stock-based
                    compensation expense -options and warrants
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              1,073,039
              
              
              
              —
              
              
              
              —
              
              
              
              1,073,039Balance
                  at September 30, 2007 (unaudited)
              
              
              1,000,000
              
              
              $
              1,000
              
              
              
              24,099,950
              
              
              $
              24,100
              
              
              $
              15,665,310
              
              
              $
              —
              
              
              $
              (13,548,496
              )
              
              $
              2,141,914




The
              accompanying notes are an integral
              part of these consolidated financial statements.
 7




**BIOFORCE
        NANOSCIENCES HOLDINGS, INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(unaudited)**
  For
                  the Nine Months EndedSeptember 302007
              
              
              2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
              (3,277,720
              )
              
              $
              (2,810,824
              )Adjustments
                  to reconcile net loss to net cash
                  used by operating activities:Depreciation
                  and amortization
              
              
              185,267
              
              
              
              144,497Abandoned
                  stock offering costs
              
              
              256,500
              
              
              
              —Debt
                  forgiveness income
              
              
              (164,250
              )
              
              
              —Stock-based
                  compensation expense
              
              
              863,729
              
              
              
              682,538Interest
                  expense due to beneficial debt conversion feature
              
              
              —
              
              
              
              947,317Change
                  in:(Increase)
                  Decrease in accounts receivable
              
              
              15,778
              
              
              
              (214
              )(Increase)
                  Decrease in inventory
              
              
              64,519
              
              
              
              (559,536
              )(Increase)
                  Decrease in prepaid expenses and other assets
              
              
              (47,045
              )
              
              
              (38,832
              )Increase
                  (Decrease) in accounts payable
              
              
              (187,890
              )
              
              
              110,803Increase
                  (Decrease) in accrued expenses
              
              
              228,819
              
              
              
              (33,565
              )Increase
                  (Decrease) in deferred revenue
              
              
              33,464
              
              
              
              —**Net
                  cash used by operating activities**
              
              
              (2,028,829
              )
              
              
              (1,557,816
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Acquisition
                  of property and equipment
              
              
              (257,659
              )
              
              
              (88,349
              )Patent
                  and trademark costs
              
              
              (143,095
              )
              
              
              (156,888
              )**Net
                  cash used by investing activities**
              
              
              (400,754
              )
              
              
              (245,237
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Payments
                  made on long-term debt
              
              
              (46,909
              )
              
              
              (26,893
              )Proceeds
                  from issuance of long-term debt
              
              
              68,201
              
              
              
              —Proceeds
                  from issuance of common stock, net of issuance costs
              
              
              —
              
              
              
              5,097,982Proceeds
                  from issuance of preferred stock, net of issuance costs
              
              
              131,111
              
              
              
              —Proceeds
                  from issuance of warrants, net of issuance costs
              
              
              229,729
              
              
              
              —Dividends
                  paid on preferred stock
              
              
              (3,333
              )
              
              
              —**Net
                  cash provided by financing activities**
              
              
              378,799
              
              
              
              5,071,089**Net
                  (decrease) increase in cash**
              
              
              (2,050,784
              )
              
              
              3,268,036**CASH
                  AND CASH EQUIVALENTS** - beginning of period
              
              
              2,602,686
              
              
              
              362,997**CASH
                  AND CASH EQUIVALENTS** - end of period
              
              $
              551,902
              
              
              $
              3,631,033**SUPPLEMENTAL
                  DISCLOSURES**Cash
                  paid for interest
              
              $
              3,116
              
              
              $
              —Cash
                  paid for income taxes
              
              $
              —
              
              
              $
              —Non-cash
                  financing activities:Common
                  stock issued for debt
              
              $
              —
              
              
              $
              1,641,168Common
                  stock issued for financing services
              
              $
              256,500
              
              
              $
              —




The
              accompanying notes are an integral
              part of these consolidated financial statements.
 8




**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 nine months ended September 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 eNablerTM 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.




9




***Cash
      and Cash Equivalents***




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.  We have also issued shares of our Series A Convertible
      Preferred Stock that provided for a rate of conversion to Common Stock that
      was
      below the market value of our Common Stock on the date of
      issuance.  These conversion features were recorded as beneficial
      conversion features 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
      applythe 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
      recognizerevenue 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




Our
      revenuesare 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 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 September 30, 2007 and December 31,
      2006:





September30,
            
            
            December31,2007
            
            
            2006(unaudited)Component
                parts and raw
                materials
            
            $
            443,543
            
            
            $
            528,284Finished
                goods
            
            
            326,303
            
            
            
            114,081Units
                placed at
                prospectivecustomer
                sites
            
            
            359,225
            
            
            
            551,225Total
                inventories
            
            $
            1,129,071
            
            
            $
            1,193,590


11




**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 required us to meet certain milestones, with the
      note convertible into a non-repayable grant upon completion of those
      milestones.   The State of Iowa formally forgave this loan as of
      August 2007.





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.  Prior to November 2007 this loan was secured by a blanket
      security interest on all of our general business assets.  In November
      2007 the loan agreement was modified such that the security interest includes
      only three specific pieces of our scientific and laboratory
      equipment.





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 $5,484, which include interest at an
      annual rate of 7.67%.





Wehad the following debt obligations atSeptember30, 2007 and December 31,
      2006:




September30,2007
            
            
            December31,2006(unaudited)Note
                payable, CEBA, due semi-annually,
                non-interestbearing
                and unsecured, payments based upon revenues
            
            $
            94,329
            
            
            $
            96,405Note
                payable, State of Iowa, no
                payments due
                pendingcompletion
                of
                milestones, non-interest bearing,unsecured
                and convertible to
                grant
            
            
            —
            
            
            
            150,000Note
                payable, State of Iowa,
                payable in monthlyinstallments, non-interest bearing andsecuredbycertain
                pieces ofequipment
            
            
            71,667
            
            
            
            86,666Notes
                payable, City ofAmes, Iowa,
                payable in
                monthlyinstallments
                including interest at 2.125% unsecured
            
            
            59,166
            
            
            
            77,685Notepayable,finance company,
                payable in monthlyinstallments
                including interest at
                7.67%
                unsecured
            
            
            42,636
            
            
            
            —Total
                debt
                obligations
            
            $
            267,798
            
            
            $
            410,756Current
                portion
            
            
            (108,636
            )
            
            
            (131,896
            )Long-term
                portion
            
            $
            159,162
            
            
            $
            278,860


12




**Note
      6 – Common Stock Warrants and Options**





***Warrants***





At
      September 30, 2007, we had outstanding warrants that allow the holders to
      purchase up to 5,744,428 shares of our Common Stock at prices ranging from
      $0.50
      to $3.90 per share, and 100,000 shares of our Series A Convertible Preferred
      Stock at a price of $0.50 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 ofSeptember30, 2007,
      there were152,619options 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 sharesofourCommon Stock. As ofSeptember30, 2007,
      there were1,137,431options 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 ofourCommon Stock.  As ofSeptember30, 2007,
      there were3,262,460options outstanding under this plan at
      exercise prices of $0.46to$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 – Issuance of Series A Convertible Preferred Stock**





In
      August
      2007 we completed a private placement of securities from which we received
      gross
      proceeds of $500,000.  The securities issued in this placement
      included 1,000,000 shares of our Series A Convertible Preferred Stock and
      warrants to purchase a total of 4,000,000 shares of our Common Stock.
 I n
      accordance with EITF 00-27, a portion of the proceeds were allocated to the
      warrants based on their relative fair value, which totaled $1,401,740 using
      the
      Black Scholes option pricing model.  Further, we attributed a
      beneficial conversion feature of $131,111 to the Series A Convertible Preferred
      Stock based upon the difference between the conversion price of those shares
      and
      the closing price of the Company’s Common Stock on the date of
      issuance.  Both the fair value of the warrants and the beneficial
      conversion feature were recorded as dividends, in the total amount of
      $360,840.  These dividends were recorded as a reduction of retained
      earnings and an increase to additional paid in capital.


13




**Item2.  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 nine month periods ended September 30, 2007 and 2006, and our financial
      condition at September 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 September 30, 2007 and 2006***





***Revenues***





Our
      revenues of $35,842 for the three months ended September 30, 2007 represented
      an
      increase of $4,412 (14.0%) over revenues of $31,430 for the three month period
      ended September 30, 2006.  The increase was primarily attributable to
      revenues from Nano eNablerTM system warranties.





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





2007
            
            
            2006Nano
                eNablerTM system sales
            
            $
            —
            
            
            $
            —Nano
                eNablerTM system installation and training
            
            
            —
            
            
            
            —Nano
                eNablerTM system warranties
            
            
            7,795
            
            
            
            —SPTTM
                surface patterning tools and SindexTM silicon chips
            
            
            3,308
            
            
            
            7,934Atomic
                Force Microscopy (AFM) products
            
            
            19,944
            
            
            
            23,496Other
            
            
            4,795
            
            
            
            —Total
                revenues
            
            $
            35,842
            
            
            $
            31,430





International
      sales represent a significant portion of our business, with three of our six
      Nano eNablerTM system sales through September 30, 2007 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.





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 a negative 166.7% during the three months ended September
      30,
      2007, as compared to 26.2% during the same three month period in
      2006.  During 2007 we have increased our staffing and space for the
      production of Nano eNablerTM systems.  Because no Nano eNablerTM systems
      were sold during the third quarter of 2007, this increase in manufacturing
      overhead caused our reported gross margin for the period to become
      negative.


14




***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 September
      30, 2007 reflect $262,890 of costs recorded as a result of the implementation
      of
      SFAS 123R, as compared to $209,241 for the same period in 2006.





Research
      and development costs for the three month period ended September 30, 2007 were
      $326,354 as compared to $175,399 for the three month period ended September
      30,
      2006.  The $150,955 (86.1%) increase from 2006 to 2007 was primarily a
      result of an increased level of research and development staffing, initial
      work
      done in 2007 on a redesign of the Nano eNablerTM system, 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 September 30, 2007 were
      $289,610 as compared to $178,028 for the three month period ended September
      30,
      2006.  The $111,582 (62.7%) increase from 2006 to 2007 was primarily a
      result of significantly increased levels of staffing, travel and other costs
      associated with our Nano eNablerTM system Pilot Placement Program, 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 September 30, 2007
      were $628,654 as compared to $529,004 for the three month period ended September
      30, 2006.  The $99,650 (18.8%) increase from 2006 to 2007 was
      primarily a result of salary costs associated with our addition of a Chief
      Financial Officer, severance costs associated with our elimination of the
      General Counsel position in September 2007, and increased efforts to make the
      public and investment community aware of our Company.




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 September 30, 2007 were $125,195 as compared to $49,688
      during the three month period ended September 30, 2006.  The $75,507
      (152.0%) 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 September 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.





***Interest
      Income***





Interest
      income for the three months ended September 30, 2007 was $6,262 as compared
      to
      $51,575 for the three months ended September 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 September 30, 2007 was $3,719 as compared
      to
      $531 for the three months ended September 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.





***Debt
      forgiveness income***





Our
      loan
      of $150,000 from the State of Iowa, which was forgivable based upon the
      achievement of certain milestones, was formally forgiven by the State as of
      a
      date in the third quarter of 2007.  This resulted in debt forgiveness
      income of $164,250, representing the principal balance plus $14,250 of interest
      expense which had been accrued on the loan prior to its
      forgiveness.





***Abandoned
      stock offering costs***





During
      2007 we issued 100,000 shares of our Common Stock, valued at $256,500, to an
      investment bank as a retainer for their services.  In August 2007 we
      completed a private placement of our Series A Convertible Preferred Stock and
      warrants to purchase shares of our Common Stock.  This placement was
      completed without the assistance of the investment bank to which the retainer
      shares were issued, and we do not anticipate that this investment bank will
      arrange a future financing for us.  Accordingly, during the third
      quarter of 2007 we wrote off the costs of issuing the retainer shares, which
      had
      been deferred at the time the shares were issued.


15




***Net
      Loss***





As
      a
      result of the above-mentioned items, our net loss for the three months ended
      September 30, 2007 was $1,268,845 as compared to a net loss of $773,457 for
      the
      three months ended September 30, 2006.








***Nine
      months ended September 30, 2007 and 2006***





***Revenues***





Our
      revenues of $579,408 for the nine months ended September 30, 2007 represented
      an
      increase of $317,780 (121.5%) over revenues of $261,628 for the nine month
      period ended September 30, 2006.  The increase was primarily
      attributable to the sale of four Nano eNablerTM systems during the nine month
      period ended September 30, 2007, as compared to one Nano eNablerTM system having
      been sold during the nine month period ended September 30, 2006.





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





2007
            
            
            2006Nano
                eNablerTM system sales
            
            $
            412,315
            
            
            $
            147,000Nano
                eNablerTM system installation and training
            
            
            12,082
            
            
            
            —Nano
                eNablerTM system warranties
            
            
            15,437
            
            
            
            —SPTTM
                surface patterning tools and SindexTM silicon chips
            
            
            26,313
            
            
            
            30,734AFM
                products
            
            
            103,243
            
            
            
            83,194Other
            
            
            10,018
            
            
            
            700Total
                revenues
            
            $
            579,408
            
            
            $
            261,628





International
      sales represent a significant portion of our business, with three of our six
      Nano eNablerTM system sales through September 30, 2007 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.





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 25.1% during the nine months ended September 30, 2007, as
      compared to 61.3% during the same nine 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 September 30,
      2006, as well as costs recorded as a result of implementation of SFAS
      123R.





***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 nine months ended September 30,
      2007 reflect $863,729 of costs recorded as a result of the implementation of
      SFAS 123R, as compared to $500,363 for the same period in 2006.





Research
      and development costs for the nine month period ended September 30, 2007 were
      $897,202 as compared to $560,137 for the nine month period ended September
      30,
      2006.  The $337,064 (60.2%) increase from 2006 to 2007 was primarily a
      result of an increased level of research and development staffing, initial
      work
      done in 2007 on a redesign of the Nano eNablerTM system, and an increase in the
      research and development costs recorded as a result of implementation of SFAS
      123R.





Sales
      and
      marketing costs for the nine month period ended September 30, 2007 were $919,015
      as compared to $360,008 for the nine month period ended September 30,
      2006.  The $559,007 (155.3%) increase from 2006 to 2007 was primarily
      a result of significantly increased levels of staffing, travel and other costs
      associated with our Nano eNablerTM 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.


16




General
      and administrative costs for the nine month period ended September 30, 2007
      were
      $1,960,875 as compared to $1,343,122 for the nine month period ended September
      30, 2006.  The $617,753 (46.0%) increase from 2006 to 2007 was
      primarily a result of salary and hiring costs associated with our addition
      of a
      Chief Financial Officer, severance costs associated with our elimination of
      the
      General Counsel position in September 2007, increased efforts to make the public
      and investment community aware of our Company, and increased levels of spending
      on professional fees related to defense of our patents and general corporate
      matters.




Reimbursement
      of grant expenses represents amounts that we were reimbursed under grants from
      the U.S. National Institutes of Health.  Amounts received during the
      nine months ended September 30, 2007 were $415,415 as compared to $151,117
      during the nine month period ended September 30, 2006.  The $264,298
      (174.9%) 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 September 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.





***Interest
      Income***





Interest
      income for the nine months ended September 30, 2007 was $41,236 as compared
      to
      $117,297 for the nine months ended September 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 nine months ended September 30, 2007 was $10,519 as compared
      to
      $976,325 for the nine months ended September 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.





***Debt
      forgiveness income***





Our
      loan
      of $150,000 from the State of Iowa, which was forgivable based upon the
      achievement of certain milestones, was formally forgiven by the State as of
      a
      date in the third quarter of 2007.  This resulted in debt forgiveness
      income of $164,250, representing the principal balance plus $14,250 of interest
      expense which had been accrued on the loan prior to its
      forgiveness.





***Abandoned
      stock offering costs***





During
      2007 we issued 100,000 shares of our Common Stock, valued at $256,500, to an
      investment bank as a retainer for their services.  In August 2007 we
      completed a private placement of our Series A Convertible Preferred Stock and
      warrants to purchase shares of our Common Stock.  This placement was
      completed without the assistance of the investment bank to which the retainer
      shares were issued, and we do not anticipate that this investment bank will
      arrange a future financing for us.  Accordingly, during the third
      quarter of 2007 we wrote off the costs of issuing the retainer shares, which
      had
      been deferred at the time the shares were issued.





***Net
      Loss***





As
      a
      result of the above-mentioned items, our net loss for the nine months ended
      September 30, 2007 was $3,277,720 as compared to a net loss of $2,810,824 for
      the nine months ended September 30, 2006.





***Forward
      Looking Statements – Results of Operations***







We
      anticipate that our revenue forthe remainder of2007
      andfor2008
      will depend upon our ability to
      sellNano eNablerTM systems,
      through development of and continued penetration of the research market for
      this
      product.    It is our anticipation that revenues will
      increase in future periods, however that is dependent upon our success in
      marketing to the biomedical
      and life sciences research communities.






We
      believe that increases in our future
      gross margins will depend upon increases in our manufacturing volumes, and
      opportunities for efficiencies of scale being realized.




17




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
      forNano eNablerTMsystems,
      and in our research and development expenditures as we develop next generation
      versions of theNano eNablerTMsystem as well as pursue
      certain
      scientific applications that are made possible by the capabilities of theNano eNablerTM system.







**Liquidity
      and Capital Resources**





Our
      cash
      reserves were $551,902 on September 30, 2007, as compared to $2,602,686 as
      of
      December 31, 2006.  We used $2,028,829 of cash in our operating
      activities during the nine month period ended September 30, 2007, as compared
      to
      $1,557,816 during the nine month period ended September 30, 2006.  We
      also used cash of $400,754 during the nine month period ended September 30,
      2007
      to purchase equipment and pay for the costs of patenting and trademarking our
      intellectual property, as compared to $245,237 for these purposes during the
      nine month period ended September 30, 2006.





During
      the first nine months of 2007 we received $68,201 in proceeds of debt
      financings, and utilized $46,909 to make payments on outstanding long-term
      debt.  During the same period in 2006 there were no such proceeds, and
      $26,893 was utilized to make payments on outstanding long-term
      debt.





In
      August
      2007 we issued units, consisting of shares of our Series A Convertible Preferred
      Stock and warrants to purchase shares of our Common Stock, to an investor for
      gross proceeds of $500,000.  Net cash proceeds received from this
      transaction were $360,840.  Included within the warrants issued in
      this transaction were warrants to purchase 1,000,000 shares of our Common Stock
      at a price of $0.50 per share, which we can require the investor to exercise
      due
      to our successful registration with the Securities and Exchange Commission
      of
      the shares of Common Stock underlying the Series A Convertible Preferred Stock
      and warrants issued in the transaction.  The investor has indicated
      its intent to exercise these warrants during November 2007.  There
      were no cash proceeds from issuance of our Series A Convertible Preferred Stock
      or warrants during 2006.





During
      the first nine 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 pay for $465,810 of financing services during the first nine months
      of
      2007 via the issuance of shares of our Common Stock, and to satisfy $1,641,168
      of our debt obligations through the issuance of shares of our Common Stock
      during the same period in 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 continue to augment our cash reserves via the issuance of our
      equity securities in private placements, or by incurring additional debt, in
      amounts such that we will be able to finance our continuing
      operations.  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 eNablerTM 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, augmented by the investor exercise of the
      warrant to purchase shares of our Common Stock as described above as well as
      our
      receipt of revenues from the sale of two Nano eNablerTM systems
      subsequent
      to September 30, 2007, will be sufficient to sustain our operations through
      the
      end of 2007.  We anticipate generating sufficient additional revenue
      to allow us to finance our operations through the end of March
      2008.





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.  We did
      complete a financing in August 2007, as described above, and our activities
      related to funding are ongoing.





Our
      net
      working capital at September 30, 2007 was $898,382, 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 nine months
      of 2007.


18





**Off-Balance
      Sheet Arrangements**





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








**Item3.  Controls
      and Procedures.**





**Evaluation
      of Disclosure ControlsandProcedures**





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.





We
      have
      developed guidelines for the purchasing authority of each employee in the
      company, as a means of ensuring that commitments are made only after appropriate
      review and consideration.  During the third quarter of 2007 there was
      one occasion where an employee gave verbal authorization to a vendor for an
      expenditure that exceeded that employee’s authorization level.  This
      was discovered prior to the vendor having completed the project, and the cost
      to
      the company of canceling the project was immaterial to our financial
      position.





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.





·
            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.





·
            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.





Other
      than as set forth above, we do believe that these steps were effective, and
      that
      our controls and procedures were effective for the three and nine month periods
      ended September 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.


19





**Item3A(T).  Controls
      and
      Procedures.**





Not
      applicable.





**PART
      II – OTHER INFORMATION**





**Item
      1.  Legal Proceedings.**




On
      November 30, 2005, BioForce Nanosciences, Inc. (“BioForce”) received notice that
      a request for reexamination of its U.S. Patent 6,573,369 (“Patent 369”), which
      was issued to BioForce on June 3, 2003, was filed by NanoInk, Inc. with the
      U.S.
      Patent and Trademark Office (“US PTO”).  This patent describes an
      array of biomolecules where the domain sizes are less than one micron
      squared.  The US PTO granted the request for reexamination and has
      rejected all but one of BioForce’s patent claims.  On June 29, 2007,
      BioForce submitted an Appeal Brief to the US PTO appealing the
      determination.  On October 8, 2007 BioForce received Notice of
      Allowance from the US PTO that three of its claims under this patent have been
      upheld.





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





On
      August
      31, 2007, we completed a private placement of securities from which we received
      gross proceeds of approximately $500,000.  The proceeds from this
      transaction will be used for working capital and general corporate
      purposes.  We relied upon the exemption from registration provided
      under Section 4(2) of the Securities Act and Rule 506 of Regulation D
      promulgated thereunder.  The private placement was only made available
      to “accredited investors” as defined in Rule 501 of Regulation D.









The
      transaction consisted of a sale to an accredited investor (the “Investor”) of
      500,000 investment units (the “Units”) at a price of $1.00 per
      Unit.  Each Unit consisted of the following securities:









·
            two
                shares of Series A Convertible Preferred Stock, each such share
                convertible into one share of Common
                Stock;





·
            one
                five-year Series A Warrant to purchase one share of Common Stock
                at an
                exercise price of $0.75 per share;





·
            one
                five-year Series B Warrant to purchase one share of Common Stock
                at an
                exercise price of $0.90 per share;





·
            two
                five-year Series C Warrants, each to purchase one share of Common
                Stock at
                an exercise price of $0.50 per
                share;





·
            one
                five-year Series D Warrant to purchase one share of Common Stock
                at an
                exercise price of $1.00 per share;





·
            one
                five-year Series E Warrant to purchase one share of Common Stock
                at an
                exercise price of $1.25 per share;
                and





·
            two
                one-year Series J Warrants, each to purchase one share of Common
                Stock at
                an exercise price of $0.50 per
                share.


20




Eachshare
      of Series A Convertible Preferred Stock is convertible at
      any time at the holder’s option into one share of Common Stock, subject to
      adjustment upon the occurrence of certain events.  All shares of
      Series A Convertible Preferred Stock will automatically convert into Common
      Stock three years from the date of issuance.









Each
      of
      the warrants described above (which warrants, including the Series P Warrants
      described below, are referred to herein as the “Warrants”) is exercisable at the
      holder’s option upon payment to BioForce Nanosciences Holdings of the applicable
      exercise price, subject to adjustment upon the occurrence of certain events,
      prior to the Warrant’s termination date.  We can require exercise of
      the Series A Warrants and Series B Warrants if certain market price and trading
      volume requirements for the Common Stock are met.  We can provide the
      Investor with notice requiring it to exercise the Series C Warrants, at a total
      exercise price of $500,000, 15 days following the effective date of the
      registration statement which we were required to file as a part of this
      transaction (the “Registration Statement”).  Upon receipt of such
      notice the Investor has ten business days to complete the warrant
      exercise.  The Registration Statement was declared effective by the
      Securities and Exchange Commission on October 12, 2007.   The
      investor has indicated its intent to exercise the Series C Warrants during
      November 2007.  The Series D Warrants and the Series E Warrants are
      only exercisable for 50% of the number of shares of Common Stock that have
      been
      issued to the holder pursuant to the exercise of its Series J Warrants, with the
      Series J Warrants expiring August 31, 2008.  All Warrants other than
      the Series J Warrants issued to the Investor may be exercised by a cashless
      exercise if the Registration Statement is not in effect on August 31,
      2008.









The
      holder may not convert any shares of Series A Convertible Preferred Stock or
      exercise any Warrants if doing so would cause the holder to have beneficial
      ownership (as determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and the rules promulgated thereunder) of
      more
      than 9.9% of our issued and outstanding shares of Common Stock.  This
      beneficial ownership restriction will not be applicable if the holder provides
      us with notice of its desire to waive such restriction 61 days prior to the
      applicable conversion or exercise.









The
      offering of Units was conducted through TriPoint Global Equities, LLC, as
      placement agent (“TriPoint”).  In connection with the offering, we
      issued to TriPoint or its designees an aggregate amount of 50,000 Series A
      Warrants, 50,000 Series B Warrants, 100,000 Series C Warrants, 50,000 Series
      D
      Warrants, 50,000 Series E Warrants and 100,000 Series J Warrants, which are
      identical to the Warrants issued to the Investor, but for the fact that
      TriPoint’s Series J Warrants also contain the cashless exercise provision
      described above.  In addition, we issued to TriPoint or its designees
      an aggregate amount of 100,000 five-year Series P Warrants, each exercisable
      to
      purchase one share of Series A Convertible Preferred Stock at an exercise price
      of $0.50 per share.  The shares of Common Stock underlying the
      Warrants issued to TriPoint or its designees (and, in the case of the Series
      P
      Warrant, the shares of Common Stock issuable upon conversion of the Series
      A
      Convertible Preferred Stock underlying such Series P Warrant) have the same
      registration rights as the shares of Common Stock underlying the Warrants issued
      to the Investor.







**Item
      3.  Defaults Upon Senior Securities.**





None.





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





None.





**Item
      5.  Other Information.**





None


21





**Item6.  Exhibits.**




Exhibit   No.
            Exhibit
                Name  10.1
            Letter
                dated October 22, 2007 from Iowa Department of Economic Development
                confirming forgiveness of $150,000
                loan





10.2
            Commercial
                Premium Finance Agreement dated May 16, 2007 with First Insurance
                Funding
                Corp.





10.3
            Amendment
                to PIAP Loan Agreement dated October 30, 2007 with Iowa Department
                of
                Economic Development





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:  November
                14,
                2007
            /s/ Eric
              HendersonEric
              HendersonChief
              Executive OfficerDate:  November
              14, 2007
            /s/ Gregory
              D. BrownGregory
              D. BrownChief
              Financial Officer






22