UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB





(Mark
One)





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




For the
quarterly period ended March 31, 2008





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


For the
transition period from _________ to __________





Commission
File Number: 000-51074




BIOFORCE
NANOSCIENCES HOLDINGS, INC.
 (Name
of small business issuer in its charter)
 Nevada
                  74-3078125(State
      or other jurisdiction of incorporation or organization)
                  (I.R.S.
      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 x   No
o





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


Yes o   No
o





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  25,116,451 shares of Common Stock,
$0.001 par value, as of April 30, 2008





Transitional
Small Business Disclosure Format:  Yes o    No
x









BioForce
Nanosciences Holdings, Inc.





TABLE
OF CONTENTS





PART
I – FINANCIAL INFORMATION


Page


Item 1.
            Financial Statements
            3Item 2.
            Management’s Discussion and Analysis or Plan of
      Operation
            13Item 3.
            Controls and Procedures
            16Item 3A(T).
            Controls and Procedures
            17PART
      II – OTHER INFORMATIONItem 1.
            Legal Proceedings
            17Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            18Item 3.
            Defaults Upon Senior Securities
            18Item 4.
            Submission of Matters to a Vote of Security
      Holders
            18Item 5.
            Other Information
            18Item 6.
            Exhibits
            18







2







BioForce Nanosciences Holdings, Inc.


Report
on Form 10-QSB


For
the Quarter Ended March 31, 2008




PART
I – FINANCIAL INFORMATION




Item
1.  Financial Statements.





The
accompanying balance sheets of BioForce Nanosciences Holdings, Inc. at March 31,
2008 and December 31, 2007, and the related statements of operations,
stockholders' equity and cash flows for the three months ended March 31, 2008
and 2007, 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, 2008 are not necessarily indicative of the results that can be expected for
the fiscal year ending December 31, 2008.




3




BIOFORCE NANOSCIENCES
      HOLDINGS, INC.CONSOLIDATED BALANCE
      SHEETSASSETS03/31/08
              
              
              12/31/07(unaudited)CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              57,773
              
              
              $
              268,930Accounts
      receivable - trade, net
              
              
              172,732
              
              
              
              313,756Account
      receivable - invoice factoring
              
              
              34,071
              
              
              
              -Inventory
              
              
              900,616
              
              
              
              1,046,683Prepaid
      expenses and other assets
              
              
              90,908
              
              
              
              146,007Total
      current assets
              
              
              1,256,100
              
              
              
              1,775,376PROPERTY
      AND EQUIPMENTComputer
      equipment
              
              
              113,963
              
              
              
              113,963Scientific
      and laboratory equipment
              
              
              906,382
              
              
              
              889,368Leasehold
      improvements
              
              
              380,000
              
              
              
              380,000Office
      furniture and fixtures
              
              
              89,760
              
              
              
              89,760Total
              
              
              1,490,105
              
              
              
              1,473,091Less
      accumulated depreciation
              
              
              944,470
              
              
              
              889,469Net
      property and equipment
              
              
              545,635
              
              
              
              583,622INTANGIBLE
      ASSETSPatent
      costs, net of accumulated amortization of $86,201 and $78,502,
      respectively
              
              
              678,997
              
              
              
              641,017Trademark
      costs, net of accumulated amortization of $17,588 and $15,471,
      respectively
              
              
              97,823
              
              
              
              90,908Total
      intangible assets
              
              
              776,821
              
              
              
              731,925TOTAL
      ASSETS
              
              $
              2,578,556
              
              
              $
              3,090,923The
      accompanying notes are an integral part of these consolidated financial
      statements.
  4
  BIOFORCE NANOSCIENCES
      HOLDINGS, INC.CONSOLIDATED BALANCE
      SHEETSLIABILITIES
      AND STOCKHOLDERS' EQUITY03/31/08
              
              
              12/31/07(unaudited)CURRENT
      LIABILITIESAccounts
      payable
              
              $
              418,431
              
              
              $
              305,314Accrued
      expenses
              
              
              228,143
              
              
              
              241,650Recourse
      obligation - invoice factoring
              
              
              7,962
              
              
              
              -Accrued
      dividends on preferred stock
              
              
              10,000
              
              
              
              13,333Deferred
      revenue
              
              
              35,861
              
              
              
              53,754Current
      portion of long-term debt
              
              
              73,247
              
              
              
              89,180Total
      current liabilities
              
              
              773,644
              
              
              
              703,231LONG-TERM
      DEBT, NET
              
              
              143,607
              
              
              
              154,860Total
      liabilities
              
              
              917,251
              
              
              
              858,091COMMITMENTS
      and CONTINGENCIESSTOCKHOLDERS'
      EQUITYPreferred
      stock - 2008 and 2007: $0.001 par value, 10,000,000 shares
      authorizedto
      be issued in various classesSeries
      A Convertible Preferred Stock - $0.001 par value, 2007:
      1,100,000shares
      authorized, 1,000,000 shares issued and outstanding, 2008:
      liquidationvalue
      $510,000; 2007: liquidation value $513,333
              
              
              1,000
              
              
              
              1,000Common
      stock - 2008 and 2007: $0.001 par value, 100,000,000 shares
      authorized,2008:
      25,116,401 shares issued and outstanding; 2007: 25,099,950
      sharesissued
      and outstanding
              
              
              25,116
              
              
              
              25,100Additional
      paid-in capital
              
              
              16,531,333
              
              
              
              16,341,714Deferred
      stock offering costs
              
              
              (5,000
              )
              
              
              -Accumulated
      deficit
              
              
              (14,891,144
              )
              
              
              (14,134,982
              )Total
      stockholders' equity
              
              
              1,661,305
              
              
              
              2,232,832TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      EQUITY
              
              $
              2,578,556
              
              
              $
              3,090,923The
      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 EndedMarch
      31,2008
              
              
              2007REVENUES
              
              $
              403,567
              
              
              $
              358,755COST
      OF GOODS SOLD
              
              
              214,225
              
              
              
              182,606Gross
      profit
              
              
              189,342
              
              
              
              176,149OPERATING
      EXPENSESResearch
      and development
              
              
              298,490
              
              
              
              278,800Sales
      and marketing
              
              
              289,695
              
              
              
              306,008General
      and administrative
              
              
              442,975
              
              
              
              658,708Reimbursement
      of grant expenses
              
              
              (99,895
              )
              
              
              (124,923
              )Total
      operating expenses
              
              
              931,265
              
              
              
              1,118,593Loss
      from operations before other income (expense)
              
              
              (741,923
              )
              
              
              (942,444
              )OTHER
      INCOME (EXPENSE)Interest
      and other income
              
              
              1,540
              
              
              
              22,136Interest
      expense
              
              
              (5,779
              )
              
              
              (3,009
              )Total
      other income (expense)
              
              
              (4,239
              )
              
              
              19,127Loss
      before income tax
              
              
              (746,162
              )
              
              
              (923,317
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (746,162
              )
              
              $
              (923,317
              )DIVIDENDS
      ON PREFERRED STOCK
              
              
              10,000
              
              
              
              -Net
      loss on common stock
              
              $
              (756,162
              )
              
              $
              (923,317
              )BASIC
      AND DILUTED LOSS PER SHARE
              
              $
              (0.03
              )
              
              $
              (0.04
              )WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              25,114,051
              
              
              
              24,040,950




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






6




BIOFORCE NANOSCIENCES
      HOLDINGS, INC.CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITYFor the period January 1,
      2007 through March 31, 2008
(unaudited)  Preferred
      Stock
                
                
                Common
      Stock
                
                
                Additional
                  Paid-In
                
                
                Deferred
                  Stock 
      Offering
                
                
                Accumulated
                
                
                Total
                  Stockholders'Shares
                
                
                Amount
                
                
                Shares
                
                
                Amount
                
                
                Capital
                
                
                Costs
                
                
                (Deficit)
                
                
                EquityBalances
      at January 1, 2007
                
                
                -
                
                
                $
                -
                
                
                
                23,999,950
                
                
                $
                24,000
                
                
                $
                13,824,501
                
                
                $
                -
                
                
                $
                (9,906,603
                )
                
                $
                3,941,898Net
      loss for the year
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (3,854,206
                )
                
                
                (3,854,206
                )Dividends
      on preferred stock
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (13,333
                )
                
                
                (13,333
                )Dividends
      related to sale of warrants
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                218,546
                
                
                
                -
                
                
                
                (218,546
                )
                
                
                -Preferred
      stock conversion discount
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                142,294
                
                
                
                -
                
                
                
                (142,294
                )
                
                
                -Issuance
      of common stock for services
                
                
                -
                
                
                
                -
                
                
                
                100,000
                
                
                
                100
                
                
                
                256,400
                
                
                
                -
                
                
                
                -
                
                
                
                256,500Issuance
      of Series A Convertible Preferred Stock for cash, net of issuance
      costs of $130,696
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                -
                
                
                
                -
                
                
                
                65,474
                
                
                
                -
                
                
                
                -
                
                
                
                66,474Issuance
      of stock purchase warrants for cash, net of issuance costs of
      $200,733
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                102,097
                
                
                
                -
                
                
                
                -
                
                
                
                102,097Issuance
      of common stock upon exercise of stock purchase warrants, net of issuance
      costs of $45,000
                
                
                -
                
                
                
                -
                
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                454,000
                
                
                
                -
                
                
                
                -
                
                
                
                455,000Stock-based
      compensation expense-options and warrants
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,278,402
                
                
                
                -
                
                
                
                -
                
                
                
                1,278,402Balances
      at December
      31,
      2007
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                25,099,950
                
                
                
                25,100
                
                
                
                16,341,714
                
                
                
                -
                
                
                
                (14,134,982
                )
                
                
                2,232,832Net
      loss for the three months ended March 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (746,162
                )
                
                
                (746,162
                )Dividends
      on preferred stock
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (10,000
                )
                
                
                (10,000
                )Issuance
      of common stock in payment of preferred stock dividend
                
                
                -
                
                
                
                -
                
                
                
                16,451
                
                
                
                16
                
                
                
                13,317
                
                
                
                -
                
                
                
                -
                
                
                
                13,333Deferred
      stock offering costs
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,000
                )
                
                
                -
                
                
                
                (5,000
                )Stock-based
      compensation expense-options and warrants
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                176,302
                
                
                
                -
                
                
                
                -
                
                
                
                176,302Balances
      at March 31, 2008 (unaudited)
                
                
                1,000,000
                
                
                $
                1,000
                
                
                
                25,116,401
                
                
                $
                25,116
                
                
                $
                16,531,333
                
                
                $
                (5,000
                )
                
                $
                (14,891,144
                )
                
                $
                1,661,305The
      accompanying notes are an integral part of these consolidated financial
      statements.




7




BIOFORCE NANOSCIENCES
      HOLDINGS, INC.CONSOLIDATED
      STATEMENTS OF CASH FLOWS(unaudited)For
      the Three Months EndedMarch
      31,2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (746,162
              )
              
              $
              (923,317
              )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Depreciation
      and amortization
              
              
              64,817
              
              
              
              58,174Stock-based
      compensation expense
              
              
              176,302
              
              
              
              317,459Change
      in:(Increase)
      Decrease in accounts receivable - trade
              
              
              (13,401
              )
              
              
              (224,994
              )(Increase)
      Decrease in inventory
              
              
              146,067
              
              
              
              145,763(Increase)
      Decrease in prepaid expenses and other assets
              
              
              55,099
              
              
              
              (438
              )Increase
      (Decrease) in accounts payable
              
              
              113,117
              
              
              
              (343,921
              )Increase
      (Decrease) in accrued expenses
              
              
              (13,507
              )
              
              
              4,579Increase
      (Decrease) in recourse obligation - factoring
              
              
              7,962
              
              
              
              -Increase
      (Decrease) in accrued dividends on preferred stock
              
              
              10,000
              
              
              
              -Increase
      (Decrease) in deferred revenue
              
              
              (17,893
              )
              
              
              15,858Net
      cash used by operating activities
              
              
              (217,599
              )
              
              
              (950,837
              )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of property and equipment
              
              
              (17,014
              )
              
              
              (128,053
              )Patent
      and trademark costs
              
              
              (54,712
              )
              
              
              (8,817
              )Net
      cash used by investing activities
              
              
              (71,726
              )
              
              
              (136,870
              )CASH
      FLOWS FROM FINANCING ACTIVITIESPayments
      made on long-term debt
              
              
              (27,186
              )
              
              
              (11,147
              )Proceeds
      from accounts receivable factoring
              
              
              120,354
              
              
              
              -Dividends
      on preferred stock
              
              
              (10,000
              )
              
              
              -Deferred
      stock offering costs
              
              
              (5,000
              )
              
              
              -Net
      cash provided by financing activities
              
              
              78,168
              
              
              
              (11,147
              )Net
      (decrease) increase in cash
              
              
              (211,157
              )
              
              
              (1,098,854
              )CASH AND CASH
      EQUIVALENTS - beginning of period
              
              
              268,930
              
              
              
              2,602,686CASH AND CASH
      EQUIVALENTS - end of period
              
              $
              57,773
              
              
              $
              1,503,832SUPPLEMENTAL
      DISCLOSURESCash
      paid for interest
              
              $
              5,779
              
              
              $
              3,009Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -Non-cash
      financing activities:Common
      stock issued in payment of preferred stock dividend
              
              $
              13,333
              
              
              $
              -Common
      stock issued for financing services
              
              $
              -
              
              
              $
              256,500The
      accompanying notes are an integral part of these consolidated financial
      statements.




8




BioForce
Nanosciences Holdings, Inc.


Notes
to Financial Statements


March 31, 2008




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
Annual Report for the year ended December 31, 2007 on Form
10-KSB.  Operating results for the three months ended March 31, 2008
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2008.




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.  Our platform
product, the Nano eNablerTM system,
was launched in 2005, with initial sales occurring in 2006.  Due to
the fact that we are still at an early stage of development of the market for
the Nano eNablerTM system
and our other products, we have sustained significant operating losses in recent
years.  As a result of these losses, we are dependent upon debt and
equity financing, revenues from the 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
raising additional capital through debt and/or equity financings, increasing
public awareness of our products through marketing and, where possible, reducing
our costs of operations..




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 our platform product, the Nano eNablerTM
benchtop molecular printer, which we started marketing commercially in 2005.
Other products include our Cyto eNablerTM molecular printer, consumable printing
and surface patterning tools for use with the Nano eNablerTM system, surfaces
which have been patterned with biological material, and our ProCleanerTM
instrument for sterilization of various scientific laboratory
items.  To date, the primary markets for our 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.




Consolidation




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




Cash
and Cash Equivalents




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.




9




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). Leasehold improvements are being amortized over a period of five
years.  The leased property is being occupied pursuant to a lease
which had an initial lease term of three years.  That initial lease
term has expired, and the property is now under lease through July 2008, at
which time it converts to a month to month lease with six months notice required
by us or the landlord to terminate the lease.  The leasehold
improvements will be fully amortized in April 2010.  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 features were recorded as a 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 apply
the provisions of SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in
Financial Statements” (“SAB 104”), which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements filed with the
SEC.  SAB 104 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosure related to revenue
recognition policies.  In general, we recognize revenue related to
goods and services provided when (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or services have been rendered, (iii) the fee
is fixed or determinable, and (iv) collectability is reasonably
assured.




10




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




Stock
Options




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




Effective
January 1, 2006, we adopted the fair value recognition provisions of FASB
Statement No. 123(R), “Share-Based Payment” (“SFAS 123R”), using the
modified-prospective-transition method.  Under this transition method,
total compensation cost includes compensation costs for all share-based payments
granted prior to, but not yet vested as of January 1, 2006, based on the grant
date fair value estimated in accordance with the original provisions of SFAS
123, and compensation costs for all share-based payments granted subsequent to
January 1, 2006, based on the grant date fair value estimated in accordance with
the provisions of SFAS 123R.  We estimated the fair value of our
option awards granted prior to January 1, 2006 using the Black-Scholes
option-pricing formula, and we continue to use this model.  We record
compensation expense for stock options ratably over the option 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, stock purchase warrants, and
Series A Convertible Preferred Stock, which is convertible into shares of our
Common Stock, have not been considered in the fully diluted loss per share
calculations due to their 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 March 31, 2008 and December 31, 2007:





March
      31,
            
            
            December
      31,2008
            
            
            2007(unaudited)Component
      parts and raw materials
            
            $
            383,246
            
            
            $
            465,254Finished
      goods
            
            
            290,297
            
            
            
            258,259Units
      placed at prospective customer sites
            
            
            227,073
            
            
            
            323,170Total
      inventories
            
            $
            900,616
            
            
            $
            1,046,683




11




Note
5 – Accounts Receivable Factoring Facility





In March
2008 we entered into an accounts receivable factoring agreement with a finance
company.  Under the terms of this agreement, we are able to receive
advances of 80% of eligible domestic customer invoices, and 70% of international
customer invoices, with the balance of the invoice less financing costs paid to
us at the time that the customer pays the invoice.  Eligibility is
based upon the finance company’s approval of the customer’s credit. In addition,
the finance company has the right to reject any customer invoice for any
reason.  Ownership of the financed invoices is transferred to the
finance company under this agreement.  We are obligated to immediately
repurchase any customer invoice that remains unpaid sixty days after purchase by
the finance company.  Our costs of utilizing this facility are 3.00% -
4.00% of the face amount of the customer invoice, depending upon the length of
time that the advance is outstanding. In accordance with Statement of Financial
Accounting Standards No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities," we have recorded as of
March 31, 2008 an estimated recourse obligation on factored invoices of $7,962,
and an account receivable from the finance company of $34,071 representing the
remaining amounts due to us on invoices which have been
factored.





Note
6 – 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 2008 is $11,000.





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





We had
the following debt obligations at March 31, 2008 and December 31,
2007:


March
      31,
              
              
              December
      31,2007
              
              
              2008(unaudited)Note
      payable, CEBA, due semi-annually, non-interest bearing and unsecured,
      payments based upon revenues
              
              $
              92,254
              
              
              $
              92,254Note
      payable, State of Iowa, payable in monthly installments, non-interest
      bearing, secured by certain scientific and laboratory
      equipment
              
              
              61,667
              
              
              
              66,667Notes
      payable, City of Ames, Iowa, payable in monthly installments including
      interest at 2.125%, unsecured
              
              
              46,686
              
              
              
              52,939Note
      payable, finance company, payable in monthly installments including
      interest at 7.67%, unsecured
              
              
              16,247
              
              
              
              32,180Total
      long-term debt obligations
              
              $
              216,854
              
              
              $
              244,040Less
      current portion
              
              
              (73,247
              )
              
              
              (89,180
              )Long-term
      portion
              
              $
              143,607
              
              
              $
              154,860
  12


Note 7– Common Stock Warrants and Options





Warrants





At March
31, 2008, we had outstanding warrants that allow the holders to purchase up to
4,744,428 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, which was approved by our shareholders on May 8,
2008, replaces 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.  As of March 31, 2008, there were 2,082,460 options
outstanding under this plan at exercise prices of $0.46 to $0.91 per
share.




Under the
terms of the 2000 Amended and Restated Stock Option Plan, options may be granted
to officers, directors, employees, consultants and independent contractors to
purchase up to an aggregate of 1,009,545 shares of our Common
Stock.  As of March 31, 2008, there were 152,619 options outstanding
under this plan at exercise prices of $0.34 to $0.84 per
share.   This plan was terminated, and all outstanding options
became options under the BioForce Nanosciences Holdings, Inc. Amended and
Restated 2006 Equity Incentive Plan, effective May 8, 2008.




Under the
terms of the 2003 Stock Option Plan, options may be granted to officers,
directors, employees and consultants to purchase up to an aggregate of 1,187,700
shares of our Common Stock. As of March 31, 2008, there were 1,137,431 options
outstanding under this plan at exercise prices of $1.05 to $3.75 per
share.  This plan was terminated, and all outstanding options became
options under the BioForce Nanosciences Holdings, Inc. Amended and Restated 2006
Equity Incentive Plan, effective May 8, 2008.




Under the
terms of the 2006 Equity Incentive Plan, options may be granted to officers and
employees to purchase up to an aggregate of 5,000,000 shares of our Common
Stock.  As of March 31, 2008, there were 1,345,000 options outstanding
under this plan at exercise prices of $1.25 to $4.60 per share. This plan
was terminated, and all outstanding options became options under the BioForce
Nanosciences Holdings, Inc. Amended and Restated 2006 Equity Incentive Plan,
effective May 8, 2008.




Note
8 – Issuance of Common Stock





In
January 2008 we issued 16,451 shares of our Common Stock in payment of the
$13,333 of accrued dividends on our Series A Convertible Preferred Stock as of
December 31, 2007.




Note
9 – Series A Convertible Preferred Stock




Each
shares of our Series A Convertible Preferred Stock is convertible at any time,
at the holder’s option, into one share of our 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.  Until it is converted
into Common Stock, the Series A Convertible Preferred Stock receives a dividend
of 8% per year, payable semi-annually.




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





Forward-Looking
and Cautionary Statements





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




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


13




Management’s
discussion and analysis provides a review of our operating results for the three
months ended March 31, 2008 and 2007, and our financial condition at March 31,
2008.  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





Revenues





Our
revenues of $403,567 for the three months ended March 31, 2008 represented an
increase of $44,812 (12.5%) over revenues of $358,755 for the three month period
ended March 31, 2007.  The increase was primarily attributable to the
sale of five Nano eNablerTM systems during the three month period ended March 31,
2008, as compared to three Nano eNablerTM systems having been sold during the
three month period ended March 31, 2007, and increases in the services and
warranty revenues associated with our Nano eNablerTM customers.





Three of
the five Nano eNablerTM systems sold during the three months ended March 31, 2008
were to customers who were participants in our 2006 Pilot Placement
Program.  Participants in that program typically receive favorable
pricing when they purchase a Nano eNablerTM system in recognition of their
assistance with the product’s launch.   None of the Nano eNablerTM
system sales during the first quarter of 2007 were to Pilot Placement Program
sites.  As a result, the average selling price of the Nano eNablerTM
systems sold during the first quarter of 2008 was lower than that of the systems
sold during the first quarter of 2007.





Total
revenues for the three month periods ended March 31, 2008 and 2007 were made up
of the following components:




2008
              
              
              2007Nano
      eNablerTM system sales
              
              $
              320,894
              
              
              $
              295,258Nano
      eNablerTM system installation and training services
              
              
              11,620
              
              
              
              2,408Nano
      eNablerTM system warranties
              
              
              10,537
              
              
              
              3,364SPTTM
      surface patterning tools and SindexTM silicon chips
              
              
              4,440
              
              
              
              13,188ProCleanerTM
      instrument sales
              
              
              35,495
              
              
              
              34,535AFM
      products
              
              
              -
              
              
              
              9,202Other
              
              
              20,581
              
              
              
              800Total
      revenues
              
              $
              403,567
              
              
              $
              358,755


International
sales represent a significant portion of our business, with two of our five Nano
eNablerTM system sales and 67% of our ProCleanerTM instrument revenues coming from
international markets during the first three months of 2008.  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 our AFM products.  These activities did not constitute a material
portion of our business operations.





Gross
Margins





Overall
gross margins were 46.9% during the first three months of 2008, as compared to
49.1% during the first three months of 2007.  The gross margin
decrease from 2007 to 2008 was a result of adding manufacturing capacity, and
therefore manufacturing overhead, subsequent to March 31, 2007.





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 March 31,
2008 reflect $170,219 of costs recorded as a result of the implementation of
SFAS 123R, as compared to $306,613 for the first three months of
2007.





Research
and development costs for the three month period ended March 31, 2008 were
$298,490 as compared to $278,800 for the three month period ended March 31,
2007.  The $19,690 (7.06%) increase from 2007 to 2008 was primarily a
result of compensation costs related to our establishment of the Chief Science
Officer position in January 2008.




14




Sales and
marketing costs for the three month period ended March 31, 2008 were $289,695 as
compared to $306,008 for the three month period ended March 31,
2007.  The $16,313 (5.3%) decrease from 2007 to 2008 was primarily a
result of our elimination of the Director of Communications position in August
2007.





General
and administrative costs for the three month period ended March 31, 2008 were
$442,975 as compared to $658,708 for the three month period ended March 31,
2007.  The $215,733 (32.8%) decrease from 2007 to 2008 was primarily a
result of our Chief Operating Officer being appointed as our Chief Executive
Officer in January 2008, and elimination of the Chief Operating Officer position
as of that same date, elimination of our General Counsel position in September
2007, and a reduction in the general and administrative costs recorded as a
result of implementation of SFAS 123R.





Reimbursement
of grant expenses represents amounts that we were reimbursed under grants from
the U.S. National Institutes of Health.  Amounts received during the
three months ended March 31, 2008 were $99,895 as compared to $124,923 during
the three month period ended March 31, 2007.  The decrease from 2007
to 2008 reflects our reduced spending on non-salary costs of grant-related
activities.





Interest
and Other Income





Interest
and other income for the three months ended March 31, 2008 was $1,540 as
compared to $22,136 for the three months ended March 31, 2007.  The
decrease from 2007 to 2008 is a result of lower average cash balances available
for investment during 2008.





Interest
Expense





Interest
expense for the three months ended March 31, 2008 was $5,779, as compared to
$3,009 for the three months ended March 31, 2007.  The increase from
2007 to 2008 is a result of costs associated with borrowings on our accounts
receivable financing facility which was put into place during 2008.





Net
Loss





As a
result of the above-mentioned items, our net loss for the three months ended
March 31, 2008 was $746,162, as compared to a net loss of $923,317 for the three
months ended March 31, 2007.





Forward
Looking Statements – Results of Operations





We
anticipate that our revenues for the remainder of 2008 and for 2009 will greatly
depend upon our ability to sell Nano eNablerTM systems and our recently launched
Cyto eNablerTM system for cell biologists, and acceptance of our recently
launched service to perform custom surface patterning.





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





We expect
our levels of operating expenses to increase as our business
expands.  In particular, we forsee increases in our sale and marketing
expenditures as we seek to increase access to the available markets for our
products, and in our research and development expenditures as we develop next
generation versions of our products as well as pursue certain scientific
applications that are made possible by the capabilities of the Nano eNablerTM
system.





Liquidity
and Capital Resources





Our cash
reserves were $57,773 on March 31, 2008, as compared to $268,930 as of December
31, 2007.   Our net working capital at March 31, 2008 was
$482,456, as compared to net working capital of $1,072,145 at December 31,
2007.  The decrease in working capital is attributable to our loss
from operations during the first quarter of 2008.





We used
$217,599 of cash in our operating activities during the three month period ended
March 31, 2008, as compared to $950,837 in the first three months of 2007 for
these purposes.





We used
cash of $71,726 during the first three months of 2008 to purchase equipment and
pay for the costs of patenting and trademarking our intellectual property, as
compared to $136,870 for these purposes during the three months ended March 31,
2007.





During
the first three months of 2008 we used $27,186 to make payments on long-term
debts, as compared to $11,147 during the first three months of 2007 for this
purpose.





We have
been financed to date 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.




15





During the first quarter of 2008 we put into place an accounts
receivable factoring facility with a finance company.  This facility
gives us the opportunity to accelerate the availability of cash from the sale of
our products.  Subject to the finance company’s approval of the credit
of the individual customer, we are able to sell customer invoices and receive
advances of 80% of the amounts invoiced to domestic customers, and 70% of the
amounts invoiced to international customers, with the remainder of the invoice
amount, less financing costs, paid to us at the time that the customer pays the
invoice.  During the first quarter of 2008 we received $120,354 in
proceeds from this factoring relationship.





During
the first quarter of 2008 we put into place a master equipment lease agreement
with a lease finance company.  This agreement allows us to obtain
lease financing for up to $150,000 of computer and scientific laboratory
equipment through December 31, 2008.  We were able to complete a
sale/leaseback transaction in April 2008 under the terms of this agreement,
generating $22,813 of proceeds from the sale and leaseback of certain computer
equipment that we purchased during 2007.





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.  Any new sources of capital may involve substantial
dilution to our shareholders. We have engaged the services of several investment
banking firms and placement agents to assist us with our efforts to attract
investment capital.  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, and eventually, if we are unable to secure additional capital, cease
operations.





Due to
the fact that we are still at an early stage of development of the market for
the Nano eNablerTM system and our other products, we have sustained significant
operating losses and are dependent upon debt and equity financing, increased
revenues from the sale 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 need
to obtain additional capital no later than May 31, 2008 in order to sustain our
operations.  While it is possible that we will be able to generate
some of the needed capital via sales of our products and services, our need to
obtain additional debt or equity financing is clear, and such financing likely
must be obtained by May 31, 2008 for us to meet on a timely basis our
obligations to employees and vendors.





Off-Balance
Sheet Arrangements





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




Item
3.  Controls and Procedures.





Evaluation of Disclosure Controls and
Procedures





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





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 prior to or during
this quarter and in our Annual Report on Form 10-KSB for the year ended December
31, 2007.  These material weaknesses were described in that report as
follows.





16




1)
            Certain
      control procedures were unable to be verified due to performance of the
      procedure not being sufficiently documented.  As an example,
      some procedures requiring review of certain reports could not be verified
      due to there being no written notation on the report by the
      reviewer.  Because we were unable to verify these procedures, we
      conclude that as of December 31, 2007 there were control deficiencies
      related to the preparation and review of our interim and annual
      consolidated financial statements, in particular with respect to certain
      account reconciliations, journal entries and spreadsheets, and the
      authorization of sales transactions and customer billing
      rates.  While none of these control deficiencies resulted in
      audit adjustments to our 2007 interim or annual consolidated financial
      statements, they could result in a material misstatement to our interim or
      consolidated financial statements that would not be prevented or detected,
      and therefore we have determined that these control deficiencies
      constitute material weaknesses.





2)
            Certain
      of our personnel had access to various financial application programs and
      data that was beyond the requirements of their individual job
      responsibilities.  While this control deficiency did not result
      in any audit adjustments to our 2007 interim or annual consolidated
      financial statements, it could result in a material misstatement to our
      interim or consolidated financial statements that would not be prevented
      or detected, and therefore we have determined that this control deficiency
      constitutes a material weakness.





3)
            We
      did not maintain a level of personnel sufficient to execute certain
      computing controls over our information technology
      structure.  While this control deficiency did not result in any
      audit adjustments to our 2007 interim or annual consolidated financial
      statements, it could result in a material misstatement to our interim or
      consolidated financial statements that would not be prevented or detected,
      and therefore we have determined that this control deficiency constitutes
      a material weakness.





4)
            We
      did not maintain adequate segregation of duties within certain areas
      impacting our financial reporting.  While this control
      deficiency did not result in any audit adjustments to our 2007 interim or
      annual consolidated financial statements, it could result in a material
      misstatement to our interim or consolidated financial statements that
      would not be prevented or detected, and therefore we have determined that
      this control deficiency constitutes a material
  weakness.





To the
extent reasonably possible given our resources, we will seek the advice of
outside consultants and utilize internal resources to implement additional
internal controls to address the above identified material
weaknesses.  We are taking steps to implement additional review and
approval procedures applicable to our financial reporting process, and are in
the planning phase of creating and implementing new information technology
policies and procedures related to controls over information technology
operations, security and change management.





Through
these steps, we believe that we are addressing the deficiencies that affected
our internal control over financial reporting as of December 31,
2007.  Because the remedial actions require upgrading certain of our
information technology systems, relying extensively on manual review and
approval processes, and possibly hiring of additional personnel, we may not be
able to conclude that these material weaknesses have been remedied until these
controls have been successfully operation for some period of time.





Due to
these material weaknesses, we cannot conclude that for the quarter ended March
31, 2008, the design and operation of our disclosure controls and procedures
were effective. We will be reporting on the progress of our efforts to correct
these deficiencies in future reports.





Changes
in Internal Control over Financial Reporting




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.





Item
3A(T).  Controls and Procedures.





Not
applicable.





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings.





There
were no material developments to the legal proceeding in this quarter that were
not previously reported in the Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2007, which was filed on March 31, 2008.




17




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





None.





Item
3.  Defaults Upon Senior Securities.





None.





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





None.





Item
5.  Other Information.





None.





Item
6.  Exhibits.





Exhibit
      No.
            Exhibit
      Name10.1
            Master
      Equipment Lease Agreement between Relational, LLC and BioForce
      Nanosciences, Inc., dated March 28, 200810.2
            Form
      of Amendment Number 2 to the October 14, 2002 Amended and Restated
      Registration Rights Agreement, dated May 12, 2008 between FCPR SGAM
      Biotechnology Fund and BioForce Nanosciences Holdings, Inc., as successor
      to BioForce Nanosciences, Inc.31.1
            Certification
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            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
  200232.2
            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:  May
      15, 2008Kerry
      M. FreyChief
      Executive OfficerDate:  May
      15, 2008Gregory
      D. BrownChief
      Financial Officer




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