================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                   FORM 10-QSB/A

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

   For Quarterly period Ended: March 31, 2006; or

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

                For the transition period _________ to __________

                         Commission File Number: 000-51074


                             -----------------------


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

            Nevada                                              76-3078125
 ------------------------------                             ------------------
(State or other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

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


                                 (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 a registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

        State the number of shares  outstanding  of the issuer's  common equity:
$0.001 par value, as of March 31, 2006, was 23,999,950.

         Transitional Small Business Disclosure Format. Yes [ ]      No [X]


<PAGE>

                              Report on Form 10-QSB/A
                       For the Quarter Ended March 31, 2006

                                      INDEX

                                                                          Page
                                                                          ----
Part I.  Financial Information

         Item 1.      Financial Statements (unaudited)...................... 3

                      Balance Sheets.......................................4-5
                      Statements of Operations ............................. 6
                      Statement of Stockholders' Equity (Deficit)........... 7
                      Statements of Cash Flows.............................8-9
                      Notes to the Financial Statements .................10-12

         Item 2.      Management's Discussion and Analysis
                        or Plan of Operation .............................. 13

         Item 3.      Controls and Procedures ............................. 14

Part II. Other Information

         Item 1.      Legal Proceedings ................................... 15

         Item 2.      Changes in Securities ............................... 15

         Item 3.      Defaults Upon Senior Securities ..................... 16

         Item 4.      Submission of Matters to a Vote of Security Holders . 16

         Item 5.      Other Information ................................... 16

         Item 6.      Exhibits and Reports on Form 8-K .................... 16

                      Signatures........................................... 17

                      Certifications.....................................18-23


                                      -2-
<PAGE>


                                  FORM 10-QSB/A

Explanatory Note

On February 24, 2006, we completed  the  acquisition  of BioForce  Nanosciences,
Inc., a private Delaware corporation.  Subsequently, the financial statements of
BioForce  Nanosciences,  Inc. for the fiscal  years ended  December 31, 2005 and
2004 were reaudited by our current certifying accountants,  Chisholm, Bierwolf &
Nilson,  LLC. This amendment to our Form 10-QSB will reflect certain adjustments
to our financial  statements  resulting from this reaudit.  We have also amended
Part I,  Item 3 and made  certain  other  revisions  to update  the  information
presented.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying balance sheets of BioForce Nanosciences Holdings, Inc. at March
31, 2006 and  December  31,  2005,  and the related  statements  of  operations,
stockholders'  equity (deficit) and cash flows for the three months ending March
31, 2006 and 2005,  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 quarter
ended March 31, 2006, are not necessarily  indicative of the results that can be
expected for the fiscal year ending December 31, 2006.


<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.

                              FINANCIAL STATEMENTS

                      March 31, 2006 and December 31, 2005



                                      -3-

<TABLE>
<CAPTION>
                                         BIOFORCE NANOSCIENCES HOLDINGS, INC.
                                                    BALANCE SHEETS


                                                                              December 31,  March 31,
                                                                                  2005        2006
                                                                              ----------   ----------
                                                        ASSETS
                                                                                           (Unaudited)
 CURRENT ASSETS
<S>                                                                           <C>          <C>
     Cash and cash equivalents                                                $  362,997   $5,355,600
     Accounts receivable - trade                                                   8,775       16,128
     Inventory                                                                      --         54,296
     Prepaid expenses and other assets                                             8,933        6,495
                                                                              ----------   ----------
            Total current assets                                                 380,705    5,432,519
                                                                              ----------   ----------

PROPERTY AND EQUIPMENT
     Computer equipment                                                           51,575       52,765
     Scientific and laboratory equipment                                         380,000      380,000
     Leasehold improvements                                                      598,968      607,062
     Office furniture and fixtures                                                51,365       51,365
                                                                              ----------   ----------
           Total                                                               1,081,908    1,091,192
     Less accumulated depreciation                                               495,066      536,458
                                                                              ----------   ----------
            Net property and equipment                                           586,842      554,734
                                                                              ----------   ----------

INTANGIBLE ASSETS
     Patent costs, net                                                           418,657      476,678
     Trademark and branding costs, net                                            35,978       36,166
                                                                              ----------   ----------
            Total intangible assets                                              454,635      512,844
                                                                              ----------   ----------

            TOTAL ASSETS                                                      $1,422,182   $6,500,097
                                                                              ==========   ==========
</TABLE>

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


                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                                 BALANCE SHEETS


                                                                        December 31,       March 31,
                                                                           2005              2006
                                                                        ------------    ------------

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                         (Restated)     (Unaudited)
<S>                                                                    <C>             <C>
CURRENT LIABILITIES
     Accounts payable                                                  $     89,217    $    149,732
     Accrued interest                                                        58,145            --
     Accrued wages                                                           66,613          36,163
                                                                       ------------    ------------
           Total current liabilities                                        213,975         185,895

LONG-TERM DEBT                                                            1,997,802         443,771
                                                                       ------------    ------------
            Total liabilities                                             2,211,777         629,666
                                                                       ------------    ------------

COMMITMENTS and CONTINGENCIES                                                  --              --

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock - 2005-$0.01 par value, 1,000,000 shares
       none outstanding;                                                       --              --
      2006-$0.001 par value, 10,000,000 shares authorized,
       none outstanding                                                        --              --
     Common stock - 2005-$0.01 par value, 24,000,000 shares
       authorized; 11,142,276 issued; 11,079,776 shares outstanding;        111,423            --
       2006-$0.001 par value, 100,000,000 shares authorized,
       23,999,950 shares outstanding                                           --            24,000
     Additional paid-in capital                                           5,915,024      13,096,674
     Treasury stock - 62,500 shares, at cost                                 (2,500)           --
     Accumulated deficit                                                 (6,813,542)     (7,250,243)
                                                                       ------------    ------------
            Total stockholders' equity (deficit)                           (789,595)      5,870,431
                                                                       ------------    ------------




            TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY (DEFICIT)                           $  1,422,182    $  6,500,097
                                                                       ============    ============
</TABLE>


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


                                      -5-
<PAGE>



                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                 For the Three Months Ended
                                                          March 31,
                                                    2005            2006
                                               -------------------------------


 REVENUES
     Sales, net of discounts                    $     27,704    $    201,076
     Consulting income                                  --               300
                                                ------------    ------------
                                                      27,704         201,376

COST OF GOODS SOLD                                    25,223          51,587
                                                ------------    ------------

           Gross profit                                2,481         149,789

EXPENSES
     Research and development                        296,362         157,520
     Sales and marketing                              67,695          63,608
     General and administrative                      241,978         399,160
     Reimbursement of grant expenses                (158,343)        (48,180)
                                                ------------    ------------
                                                     447,692         572,108

           Loss from operations                     (445,211)       (422,319)

OTHER INCOME (EXPENSE)
     Interest and other income                         1,143          13,508
     Interest expense                                 (4,443)        (27,890)
                                                ------------    ------------
           Total other income (expense)               (3,300)        (14,382)
                                                ------------    ------------

           Net loss before income taxes             (448,511)       (436,701)

PROVISION FOR INCOME TAXES                              --              --
                                                ------------    ------------

           Net loss                             $   (448,511)   $   (436,701)
                                                ============    ============

BASIC LOSS PER COMMON SHARE                     ($      0.02)   ($      0.02)
                                                ============    ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     23,999,950      23,999,950
                                                ============    ============



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

                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)



                                                   Common Stock         Additional                                     Total
                                           -------------------------      Paid-In      Treasury      Accumulated    Stockholders'
                                              Shares        Amount        Capital        Stock        (Deficit)        Equity
                                           -----------   -----------    -----------   -----------    -----------    -----------
<S>                                         <C>          <C>            <C>           <C>            <C>            <C>
Balance, January 1, 2005                    10,833,955   $   108,339    $ 4,628,208   ($    2,500)   ($4,296,163)   $   437,884
     Net loss for the year                        --            --             --            --       (2,517,379)    (2,517,379)
     Issuance of common stock
       for cash at $2.04 per share
       net of issuance costs of $38,823        308,321         3,084        586,816          --             --          589,900
     Value attributed to beneficial
       conversion feature                         --            --          700,000          --             --          700,000
                                           -----------   -----------    -----------   -----------    -----------    -----------
Balance, December 31, 2005                  11,142,276       111,423      5,915,024        (2,500)    (6,813,542)      (789,595)
     Net loss for the three months
       ended March 31, 2006                       --            --             --            --         (436,701)      (436,701)
     Shares issued
       for debt at $0.69 per share           2,392,198        23,967      1,617,201          --             --        1,641,168
     Shares issued
       for cash at $1.50 per share
       net of issuance costs of $719,844     4,000,000        40,000      5,240,156          --             --        5,280,156
     Valuation of warrants issued                 --            --          175,403          --             --          175,403
     Recapitalization                        6,465,476      (151,390)       148,890         2,500           --             --
                                           -----------   -----------    -----------   -----------    -----------    -----------
 alance, March 31, 2006                     23,999,950   $    24,000    $13,096,674   $      --      ($7,250,243)   $ 5,870,431
                                           ===========   ===========    ===========   ===========    ===========    ===========
</TABLE>


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


                                      -7-
<PAGE>


<TABLE>
<CAPTION>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                               For the Three Months Ended
                                                                        March 31,
                                                                  2005            2006
                                                               -----------    -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $  (448,511)   $  (436,701)
     Adjustments to reconcile net loss to net
      cash used by operating activities:
         Depreciation
                                                                    18,864         41,392
         Amortization of intangible assets
                                                                     3,362          4,443
         Value of warrants issued                                     --          175,403

         Change in:
            Accounts receivable
                                                                     4,648         (7,353)
            Prepaid expenses and other assets
                                                                   (18,095)         2,438
            Inventory                                              (54,296)
                                                                                   (7,461)
            Accounts payable
                                                                   (11,820)        60,515
            Accrued expenses
                                                                    (1,148)         2,573
                                                               -----------    -----------
                Net cash used by operating activities             (460,161)      (211,586)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment
                                                                  (285,322)        (9,284)
     Patent, trademark, and branding costs                            --          (62,652)
                                                               -----------    -----------
               Net cash used by investing activities              (285,322)       (71,936)

                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Decrease in checks disbursed in excess of cash balances          --             --
     Repayment of shareholder loan                                    --             --
     Proceeds from issuance of long-term debt                      350,000           --
     Repayment of long-term debt                                      --           (4,031)
     Proceeds from issuance of common stock, net of capital
       acquisition costs                                           414,725      5,280,156

                                                               -----------    -----------
               Net cash provided by financing activities           764,725      5,276,125
                                                               -----------    -----------

Net (decrease) increase in cash                                     19,242      4,992,603


CASH AND CASH EQUIVALENTS - beginning of year                      499,197           --
                                                               -----------    -----------

CASH AND CASH EQUIVALENTS - end of year                        $   518,439    $ 5,355,600
                                                               ===========    ===========

                                      -8-
<PAGE>

 SUPPLEMENTAL DISCLOSURES
      Cash paid for interest                                   $      --      $      --
                                                               ===========    ===========
      Cash paid for income taxes                               $      --      $      --
                                                               ===========    ===========
      Non-cash Investing Activities:
          Debt converted to equity                             $      --      $ 1,641,168
                                                               ===========    ===========
</TABLE>



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


                                      -9-
<PAGE>



                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                          Notes to Financial Statements

NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying  unaudited financial statements have been prepared by
          the Company  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  include  normal  recurring  adjustments  and  reflects all
          adjustments,  which, in the opinion of management, are necessary for a
          fair presentation of such financial  statements.  Although  management
          believes 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 the
          Company's most recent audited  financial  statements and notes thereto
          included  in its  December  31,  2005  Annual  Report on Form  10-KSB.
          Operating  results for the three  months  ended March 31, 2006 are not
          necessarily  indicative  of the results  that may be expected  for the
          year ending December 31, 2006.

NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal course of business. The Company has recorded significant
          losses from  operations  and has limited  sales of its products  which
          together  raise  substantial  doubt about its ability to continue as a
          going concern.

          In order to continue as a going concern and achieve a profitable level
          of operations,  the Company will need, among other things, to increase
          sales of its productions.

          Management's  plans  to  continue  as  a  going  concern  include  the
          following items:

          1)  Concentrating  its efforts on increasing  public  awareness of its
          products through direct  marketing and advertising.  2) Increasing its
          manufacturing  capabilities  to  meet  the  expected  demand  for  its
          products.

          The ability of the Company to continue as a going concern is dependent
          upon its ability to successfully  accomplish the  aforementioned  plan
          and  eventually   attain  profitable   operations.   The  accompanying
          financial  statements  do not  include any  adjustments  that might be
          necessary if the Company is unable to continue as a going concern.


                                      -10-
<PAGE>


NOTE 3 - SIGNIFICANT EVENTS

         On February 24, 2006, the Company completed the acquisition of BioForce
         Nanosciences, Inc., a Delaware corporation with operation in Ames, Iowa
         ("BioForce"). The acquisition was made pursuant to an agreement entered
         into on  November  30,  2005,  whereby  it was  agreed to merge a newly
         created, wholly-owned subsidiary, Silver River Acquisitions, Inc., with
         and into BioForce with BioForce being the surviving  entity as a wholly
         owned  subsidiary.  The shareholders of BioForce became the controlling
         shareholders  of the  Company,  accordingly  the  historical  financial
         statements  of  BioForce  are  presented  as the  historical  financial
         statements of the Company,  i.e.  reverse merger  accounting.  However,
         Basic  Loss per Share was  recomputed  based  upon the number of shares
         outstanding after the recapitalization of the Company.

         Prior to completion of the acquisition on January 31, 2006, the Company
         effected a 2 shares for 1 share  forward  stock split of our issued and
         outstanding  shares of common and, on February 1, 2006,  it changed our
         corporate name to BioForce Nanosciences  Holdings,  Inc. As a result of
         the  forward  stock  split,  its  outstanding  shares of  common  stock
         increased from 1,999,975 shares to 3,999,950 shares. Under the terms of
         the merger agreement it issued an aggregate of 16 million shares of its
         common stock, post-split,  to the stockholders of BioForce. The Company
         also agreed to issue to current  holders of BioForce  stock options and
         warrants,  new options and warrants  exercisable to purchase  shares of
         Silver River common stock,  on terms and  conditions  equivalent to the
         existing terms and conditions of the respective BioForce options and/or
         warrants.  The maximum  number of shares of our common stock  available
         for the  conversion  of these new stock  options and  warrants  will be
         2,537,565 shares.


         Prior to the  acquisition  of  BioForce,  the  Company  conducted  only
         limited business  operations  seeking  potential  operating  businesses
         and/or business  opportunities with the intent to acquire or merge with
         such  businesses.  As a result  of the  acquisition  of  BioForce,  the
         Company is now engaged in the  development  of certain  technology  for
         ultramicro-   and  nanoscale   placement   and   patterning  of  active
         biomolecules  and other  materials and  marketing  the  NanoArrayer(TM)
         System, a proprietary instrumentation/software platform.



NOTE 4- RESTATED FINANCIAL STATEMENTS



         The  accompanying  balance sheet for the year ended  December 31, 2005,
         has been  restated to reflect the  reaudit of the  Company's  financial
         statements  for the  years  ended  December  31,  2005 and 2004 and the
         adjustments to retained earnings as a result of that reaudit.

                                      -11-
<PAGE>


Item 2. Management's Discussion and  Analysis of  Financial Condition or Plan of
        Operations

The  following  information  should be read in  conjunction  with the  financial
statements and notes thereto appearing elsewhere in this Form 10-QSB/A.

Forward-looking and Cautionary Statements

This report contains certain forward-looking statements. These statements relate
to future  events or 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 these 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.

Results of Operations.

During the three months ended March 31, 2006,  revenue  significantly  increased
over the same  period of 2005.  Revenue for 2006 was  $207,376,  which is a 750%
increase over fiscal 2005 sales of $27,704. The increase in revenue was realized
in all of our  products  and  services  but is  most  directly  attributable  to
increased NanoArrayer  revenues.  NanoArrayer revenues grew from $-0- in 2005 to
$147,000 in 2006. The NanoArrayer  System places  proteins and other  biological
and non biological  materials onto silicon chips and other surfaces.  We believe
that this  technology  can be  implemented  into many uses in  industries  using
nanotechnology to produce their products.

We  believe  that much of our  growth  over the next year will come from  direct
marketing  and  by  placing  NanoArrayers  with  Universities  where  technology
developers can learn of its capabilities.

Our cost of sales in the  NanoArrayer is much lower than in our other  products.
Accordingly,  as our NanoArrayer sales increase we will have a much higher gross
profit.  For the  first  quarter  of 2005 our cost of sales was 91% of net sales
compared to 26% in 2006.

We incurred a net loss of $436,701 or $0.02 per share for the three months ended
March 31, 2006  compared  to  $448,511  or $0.02 per share for the three  months
ended March 31, 2005. Included in general and administrative  expense in 2006 is
$175,403 for the value of warrants  issued in connection our private  placement.
Excluding this non cash expense our loss would have been $261,298.  Our research
and  development  costs decreased to $157,520 in 2006 from $296,362 in 2005 as a
result of the  completion of majority of the work on the  NanoArrayer.  However,
the funds we were  reimbursed  from research grants also decreased from $158,343
to $48,180 for the same reason.

Liquidity and Capital Resources.

We have  consistently  been financed through loans from related parties and from
raising capital through private equity  offerings.  We used $211,586 and $66,914
of cash in our operating  activities in the first three months of 2006 and 2005,
respectively. We also used $71,936 of cash to purchase equipment and pay for the
costs of patenting our  products.  For the three months ended March 31, 2006 and
2005 we received net cash of $5,280,156 and $-0-,respectively, from the issuance
of our common stock in a private placement at $1.50 per share. We also were able
to satisfy  $1,641,168  of our debt  through the  issuance of common  stock.  We
expect that in the next twelve  months that our cash  reserves of  approximately
$5,350,000 will be adequate for our cash flow.

                                      -12-
<PAGE>

We  currently  have no material  commitments  for capital  requirements.  At the
present  time we have no need to  purchase  other new  equipment  or replace the
equipment we are currently using. We believe that our capital  infrastructure is
adequate to handle the expected growth in 2006.

We are not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity.  In the event a material trend develops,
we believe we will have  sufficient  funds  available to satisfy working capital
needs through debt or from funds received from equity sales.

Dependence on Key Personnel

We are  dependent on the services of certain key people,  i.e. the President and
the Chief Executive  Officer.  The loss of these persons or other key executives
or  personnel,  or the  inability  to attract and retain the  additional  highly
skilled  employees  required  for the  expansion of our  activities,  may have a
material  adverse  effect on our  business or future  operations.  We  currently
maintain a Key-man Life  insurance on the  President & CEO, and are  considering
"Key-man"  life  insurance on other  executive  officers or  personnel  that are
considered key people.

Item 3.   Controls and Procedures

We maintain disclosure controls and procedures that are designed to be effective
in providing  reasonable  assurance that information required to be disclosed in
our reports under the  Securities  Exchange Act of 1934 is recorded,  processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC, and that such  information is accumulated  and  communicated  to our
management to allow timely decisions regarding required disclosure.

In designing  and  evaluating  disclosure  controls and  procedures,  management
recognizes  that any controls and  procedures,  no matter how well  designed and
operated,  can provide only reasonable,  not absolute assurance of achieving the
desired  objectives.  Also, the design of a control system must reflect the fact
that  there are  resource  constraints  and the  benefits  of  controls  must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control  issues and instances of fraud,  if any, have been  detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.  The
design of any system of controls is based,  in part,  upon  certain  assumptions
about the  likelihood  of future  events and there can be no assurance  that any
design will succeed in achieving  its stated  goals under all  potential  future
conditions.

As of  the  end of  the  period  covered  by  this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including our chief executive officer and principal  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as defined in Rules  13a-15(e)  and  15d-15(e) of the Exchange  Act.
Based upon that evaluation,  management  concluded that our disclosure  controls
and procedures are effective to cause the  information  required to be disclosed
by us in reports  that we file or submit  under the  Exchange  Act is  recorded,
processed,  summarized and reported  within the time periods  prescribed by SEC,
and that  such  information  is  accumulated  and  communicated  to  management,
including  our chief  executive  officer and  principal  financial  officer,  as
appropriate, to allow timely decisions regarding required disclosure.  There was
no change in our  internal  controls  over  financial  reporting  identified  in
connection  with the requisite  evaluation  that occurred during our last fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, our internal control over financial reporting.

                                      -13-
<PAGE>

PART II - OTHER INFORMATION.

Item 1. Legal Proceedings.

We are subject to potential  liability  under  contractual and other matters and
various  claims and legal actions which may be asserted.  These matters arise in
the  ordinary  course and  conduct  of our  business.  While the  outcome of the
potential claims and legal actions against us cannot be forecast with certainty,
we believe that such matters should not result in any liability which would have
a material adverse effect on our business.  Currently, we are not subject to any
material pending legal  proceedings  and, to the best of our knowledge,  no such
actions against us are contemplated or threatened except as set forth below.

We received  notice on November 30, 2005 that  NanoInk,  Inc. has filed with the
U.S. Patent and Trademark Office a request for re-examination with respect to US
Patent  6,573,369.  We have met with  NanoInk  personnel  to  attempt  to better
understand  their  position and find a solution that  benefits  both  companies.
NanoInk  alleges that it owns this  technology  and has proposed  that  BioForce
assign to NanoInk all of its IP portfolio and pay a $12,000 per year license fee
for the right to practice DPN  (NanoInk's  technology)  at a spatial  scale of 5
microns or bigger spot size.  BioForce  believes  that this is not an  equitable
solution and rejected the proposal.

The-re-examination  was granted and the USPTO has rejected  BioForce's claims to
the  technology,  pending  the final  results of the action.  We are  diligently
preparing  our response and expect to deliver the  appropriate  information  and
documents to the USPTO by August 31, 2006.  A final  determination  will be made
after that date.  We are  aggressively  defending  the patent and  management is
confident of a successful  result.  We believe that it is too early to speculate
on a possible outcome or whether a negative result against BioForce would have a
negative impact on our business.

Item 2. Changes in Securities.

On March 20, 2006, we completed the private placement of 4,000,000 shares of our
common stock at the offering price of $1.50 per share for aggregate  proceeds of
$6,000,000.  In connection with the offering,  we paid a cash  consideration  of
$373,004  as a sales  commission  or finders  fee.  The  offering  commenced  on
December  23, 2005 and was made  pursuant to a  Confidential  Private  Placement
Memorandum. The shares were sold to a total of 51 purchasers.  Proceeds from the
offering  are  being  used for  research  and  product  development,  sales  and
marketing,  capital expenditures,  patents and intellectual property and working
capital.

The private  offering was made in reliance on an exemption from the registration
provisions  of the  Securities  Act of 1933 provided by Section 4(2) of that Act
and/or Rule 506  promulgated  thereunder.  Shares were sold only to  "accredited
investors"  as defined in Rule  501(a) of  Regulation  D  promulgated  under the
Securities Act.

Item 3. Defaults Upon Senior Securities.

        None.

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

        None.

Item 5. Other Information.

None.


                                      -14-
<PAGE>



Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits

         Exhibit 31.1    Certification of C.E.O.  Pursuant to Section 302 of the
                         Sarbanes-Oxley Act of 2002.

         Exhibit 31.2    Certification of Principal  Accounting Officer Pursuant
                         to Section 302 of the Sarbanes-Oxley Act of 2002.

         Exhibit 32.1    Certification of C.E.O.  Pursuant to 18 U.S.C.  Section
                         1350,  as  Adopted  Pursuant  to  Section  906  of  the
                         Sarbanes-Oxley Act of 2002

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

         Exhibit 99.1    Private  Placement  Memorandum  including  Subscription
                         Agreement  and Purchase  Questionnaire  relating to the
                         private offering of our common stock

        (b) Report on Form 8-K

The following reports were filed with the SEC on Form 8-K during the three-month
period ended March 31, 2005.

         February  24,  2006 -  reporting  under  Item 7.01 the  closing  of the
         acquisition of BioForce Nanosciences, Inc. pursuant to an Agreement and
         Plan of Merger, dated as of November 30, 2005

         March  2,  2006 -  reporting  under  Item  2.01 the  completion  of the
         acquisition of BioForce  Nanosciences,  Inc.; reporting under Item 5.01
         the change in control;  reporting  under Item 5.06, the change in shell
         company status; and reporting under Item 9.01 the financial  statements
         and  proforma  financial   information  regarding  the  acquisition  of
         BioForce Nanosciences, Inc.

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                      BioForce Nanosciences Holdings, Inc.

Date:    August 7, 2006                   / s / Eric Henderson
                                           ----------------------------
                                           President / Director


Date:    August 7, 2006                   / s / Eric Henderson
                                           ----------------------------
                                           Principal Accounting Officer


                                      -15-