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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2007

|_|   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.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 24,099,950 shares of Common Stock,
$0.001 par value, as of April 30, 2007

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

<PAGE>

                      BioForce Nanosciences Holdings, Inc.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                         PART I - FINANCIAL INFORMATION

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

Item 2.     Management's Discussion and Analysis or Plan of Operation.......  14

Item 3.     Controls and Procedures.........................................  17

Item 3A(T). Controls and Procedures.........................................  18

                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings...............................................  18

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.....  18

Item 3.     Defaults Upon Senior Securities.................................  18

Item 4.     Submission of Matters to a Vote of Security Holders.............  18

Item 5.     Other Information...............................................  18

Item 6.     Exhibits........................................................  18


                                       2
<PAGE>

                      BioForce Nanosciences Holdings, Inc.
                              Report on Form 10-QSB
                      For the Quarter Ended March 31, 2007

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying balance sheets of BioForce Nanosciences Holdings, Inc. at March
31, 2007 and December 31, 2006, and the related statements of operations,
stockholders' equity and cash flows for the three months ended March 31, 2007
and 2006, have been prepared by us in conformity with United States generally
accepted accounting principles. In our opinion, 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, 2007 are not
necessarily indicative of the results that can be expected for the fiscal year
ending December 31, 2007.


                                       3
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                             03/31/07      12/31/06
                                                                                            ------------------------
                                                                                            (unaudited)
<S>                                                                                         <C>           <C>
CURRENT ASSETS
     Cash and cash equivalents                                                              $1,503,832    $2,602,686
     Accounts receivable - trade, net                                                          247,147        22,153
     Inventory                                                                               1,047,827     1,193,590
     Prepaid expenses and other assets                                                          55,789        55,351
                                                                                            ------------------------

           Total current assets                                                              2,854,595     3,873,780
                                                                                            ------------------------

PROPERTY AND EQUIPMENT
     Computer equipment                                                                         89,498        73,180
     Leasehold improvements                                                                    380,000       380,000
     Scientific and laboratory equipment                                                       779,460       687,280
     Office furniture and fixtures                                                              86,939        67,384
                                                                                            ------------------------
           Total                                                                             1,335,897     1,207,844
     Less accumulated depreciation                                                             718,857       669,762
                                                                                            ------------------------
           Net property and equipment                                                          617,040       538,082
                                                                                            ------------------------

INTANGIBLE ASSETS
     Patent costs, net of accumulated amortization of $55,916 and $48,759, respectively        577,950       580,426
     Trademark costs, net of accumulated amortization of $9,319 and $7,397, respectively        70,913        68,699
                                                                                            ------------------------
           Total intangible assets                                                             648,863       649,125
                                                                                            ------------------------

           TOTAL ASSETS                                                                     $4,120,498    $5,060,987
                                                                                            ========================
</TABLE>

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


                                       4
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                          03/31/07         12/31/06
                                                                                        -----------------------------
                                                                                        (unaudited)
<S>                                                                                     <C>              <C>
CURRENT LIABILITIES
     Accounts payable                                                                   $    162,178     $    506,099
     Accrued expenses                                                                        197,589          193,010
     Deferred revenue                                                                         25,082            9,224
     Current portion of notes payable                                                        144,739          131,896
                                                                                        -----------------------------
           Total current liabilities                                                         529,588          840,229

LONG-TERM DEBT, NET                                                                          254,870          278,860
                                                                                        -----------------------------

           Total liabilities                                                                 784,458        1,119,089
                                                                                        -----------------------------

COMMITMENTS and CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock - 2007 and 2006: $0.01 par value, 10,000,000 shares authorized,
       no shares issued and outstanding                                                           --               --
     Common stock - 2007: $0.001 par value, 100,000,000 shares authorized,
       24,099,950 shares issued and outstanding; 2006: $0.001 par value, 100,000,000
       shares authorized, 23,999,950 shares issued and outstanding                            24,100           24,000
     Additional paid-in capital                                                           14,398,360       13,824,501
     Deferred stock offering costs                                                          (256,500)              --
     Accumulated deficit                                                                 (10,829,920)      (9,906,603)
                                                                                        -----------------------------
           Total stockholders' equity                                                      3,336,040        3,941,898
                                                                                        -----------------------------

           TOTAL LIABILITIES AND
             STOCKHOLDERS' EQUITY                                                       $  4,120,498     $  5,060,987
                                                                                        =============================
</TABLE>

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


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   For the Three Months Ended
                                                                           March 31,
                                                                      2007             2006
                                                                 -----------------------------
<S>                                                              <C>              <C>
REVENUES                                                         $    358,755     $    201,376

COST OF GOODS SOLD                                                    182,606           51,587
                                                                 -----------------------------

           Gross profit                                               176,149          149,789

OPERATING EXPENSES
     Research and development                                         278,800          169,600
     Sales and marketing                                              306,008           63,692
     General and administrative                                       658,708          255,540
     Reimbursement of grant expenses                                 (124,923)         (48,180)
                                                                 -----------------------------
           Total operating expenses                                 1,118,593          440,652
                                                                 -----------------------------

           Loss from operations before other income (expense)        (942,444)        (290,863)

OTHER INCOME (EXPENSE)
     Interest and other income                                         22,136           13,508
     Interest expense                                                  (3,009)        (975,207)
                                                                 -----------------------------
           Total other income (expense)                                19,127         (961,699)
                                                                 -----------------------------

           Loss before income tax                                    (923,317)      (1,252,562)

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

           Net loss                                              $   (923,317)    $ (1,252,562)
                                                                 =============================

BASIC AND DILUTED LOSS PER SHARE                                       ($0.04)          ($0.05)
                                                                 =============================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                      24,040,950       23,999,950
                                                                 =============================
</TABLE>

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


                                       6
<PAGE>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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

Balance at December 31, 2006                         --              --      23,999,950          24,000       13,824,501
    Net loss for the three months ended
     March 31, 2007                                                  --              --              --               --
    Issuance of common stock for
     services                                        --              --         100,000             100          256,400
    Stock-based compensation expense -
      options and warrants                           --              --              --              --          317,459
                                           ---------------------------------------------------------------------------------

Balance at March 31, 2007 (unaudited)                --    $         --      24,099,950    $     24,100     $ 14,398,360
                                           =================================================================================

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

Balance at December 31, 2006                         --               --       (9,906,603)       3,941,898
    Net loss for the three months ended
     March 31, 2007                                  --               --         (923,317)        (923,317)
    Issuance of common stock for
     services                                        --         (256,500)              --               --
    Stock-based compensation expense -
      options and warrants                           --               --               --          317,459
                                           ---------------------------------------------------------------

Balance at March 31, 2007 (unaudited)      $         --     $   (256,500)    $(10,829,920)    $  3,336,040
                                           ===============================================================
</TABLE>

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


                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                                        For the Three Months Ended
                                                                                March 31,
                                                                           2007            2006
                                                                       ---------------------------
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                          $  (923,317)    $(1,252,562)
     Adjustments to reconcile net loss to net
      cash used by operating activities:
        Depreciation and amortization                                       58,174          45,835
        Stock-based compensation expense                                   317,459         226,121
        Interest expense due to beneficial debt conversion feature              --         947,317
        Change in:
           (Increase) Decrease in accounts receivable                     (224,994)         (7,353)
           (Increase) Decrease in inventory                                145,763         (54,296)
           (Increase) Decrease in prepaid expenses and other assets           (438)          2,438
           Increase (Decrease) in accounts payable                        (343,921)         60,515
           Increase (Decrease) in accrued expenses                           4,579           2,573
           Increase (Decrease) in deferred revenue                          15,858              --
                                                                       ---------------------------
              Net cash used by operating activities                       (950,837)        (29,412)
                                                                       ---------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of property and equipment                                (128,053)         (9,284)
     Patent and trademark costs                                             (8,817)        (62,652)
                                                                       ---------------------------
              Net cash used by investing activities                       (136,870)        (71,936)
                                                                       ---------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Payments made on long-term debt                                       (11,147)         (4,031)
     Proceeds from issuance of common stock, net of issuance costs              --       5,097,982
                                                                       ---------------------------
              Net cash provided by financing activities                    (11,147)      5,093,951
                                                                       ---------------------------

              Net (decrease) increase in cash                           (1,098,854)      4,992,603

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

CASH AND CASH EQUIVALENTS - end of period                              $ 1,503,832     $ 5,355,600
                                                                       ===========================

 SUPPLEMENTAL DISCLOSURES
      Cash paid for interest                                           $     3,009     $        --
                                                                       ===========================

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

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

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

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


                                       8
<PAGE>

                      BioForce Nanosciences Holdings, Inc.
                          Notes to Financial Statements

Note 1 - Basis of Financial Statement Presentation

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

Note 2 - Going Concern

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

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

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

Note 3 - Summary of Significant Accounting Policies

Business Activity

We have developed the Nano eNabler(TM) benchtop molecular printer, which we
started marketing commercially in 2005. Other products include consumable
printing and surface patterning tools for use with the Nano eNabler(TM) system,
and products for use with atomic force microscopes and scanning probe
microscopes. To date, the primary markets for 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
<PAGE>

Inventories

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

Property and Equipment

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

Intangible Assets

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

Beneficial Conversion Feature

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

Estimates

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

Research and Development Costs

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

Revenue Recognition

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

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.


                                       10
<PAGE>

Stock Options

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

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

Basic and Fully Diluted Loss Per Share of Common Stock

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

Impairment of Long-Lived Assets

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

Fair Value of Financial Instruments

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

Note 4 - Inventories

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

                                                     March 31,      December 31,
                                                       2007              2006
                                                       ----              ----
                                                    (unaudited)

Component parts and raw materials                   $  496,602       $  528,284
Finished goods                                              --          114,081
Units placed at prospective customer sites             551,225          551,225
                                                    ----------       ----------
Total inventories                                   $1,047,827       $1,193,590
                                                    ==========       ==========


                                       11
<PAGE>

Note 5 - Long-Term Debt

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

We received a $150,000 non-interest bearing loan during 2005 from the State of
Iowa. The agreement requires us to meet certain milestones, with the note
convertible into a non-repayable grant upon completion of those milestones. If
we do not fulfill the requirements of the agreement, we may be required to repay
the funds, including interest at an annual interest rate of 6%. As we have not
met all of the milestones as of March 31, 2007, the amount is carried as a
liability in the financial statements.

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

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

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

<TABLE>
<CAPTION>
                                                            March 31,     December 31,
                                                              2007            2006
                                                              ----            ----
                                                          (unaudited)
<S>                                                        <C>             <C>
Note payable, CEBA, due semi-annually, non-interest
 bearing and unsecured, payments based upon revenues       $  96,405       $  96,405

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

Note payable, State of Iowa, payable in monthly
 installments, non-interest bearing and unsecured             81,666          86,666

Notes payable, City of Ames, Iowa, payable in monthly
 installments including interest at 2.125% unsecured          71,538          77,685
                                                           ---------       ---------
Total debt obligations                                       399,609         410,756
Current portion                                             (144,739)       (131,896)
                                                           ---------       ---------
Long-term portion                                          $ 254,870       $ 278,860
                                                           =========       =========
</TABLE>

Note 6 - Common Stock Warrants and Options

Warrants

At March 31, 2007, we had outstanding warrants that allow the holders to
purchase up to 1,264,428 shares of our common stock at prices ranging from $0.84
to $3.90 per share.

Options

We have three active stock option incentive plans: 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.

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, 2007, there were 182,312 options outstanding under this
plan at exercise prices of $0.34 to $0.84 per share.


                                       12
<PAGE>

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 our common stock. As of March 31, 2007, there were 1,161,185
options outstanding under this plan at exercise prices of $1.05 to $3.75 per
share.

Under the terms of the 2006 Equity Incentive Plan, options may be granted to
officers and employees to purchase up to an aggregate of 5,000,000 shares of our
common stock. As of March 31, 2007, there were 1,480,000 options outstanding
under this plan at exercise prices of $1.85 to $4.60 per share.

Note 7 - Pro Forma Financial Information

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

Three Months Ended March 31, 2007

<TABLE>
<CAPTION>
                                                                                    Impact of
                                                                                    SFAS 123R
                                                                                 and beneficial
                                                                                   conversion
                                                                 As reported         feature          Pro forma
                                                                 -----------     --------------      -----------
<S>                                                              <C>               <C>               <C>
Revenues                                                         $   358,755       $        --       $   358,755

Cost of Goods Sold                                                   182,606           (10,796)          171,810
                                                                 -----------       -----------       -----------
         Gross Profit                                                176,149            10,796           186,945

Operating Expenses
     Research and development                                        278,800           (35,380)          243,420
     Sales and marketing                                             306,008           (57,385)          248,623
     General and administrative                                      658,708          (213,898)          444,810
     Reimbursement of grant expenses                                (124,923)               --          (124,923)
                                                                 -----------       -----------       -----------
         Total operating expenses                                  1,118,593          (306,663)          811,930
                                                                 -----------       -----------       -----------
         Loss from operations before other income (expense)         (942,444)          317,459          (624,985)

Other income (expense)
     Interest and other income                                        22,136                --            22,136
     Interest expense                                                 (3,009)               --            (3,009)
                                                                 -----------       -----------       -----------
         Total other income (expense)                                 19,127                --            19,127
                                                                 -----------       -----------       -----------
         Loss before income tax                                     (923,317)          317,459          (605,858)

Income tax expense                                                        --                --                --
                                                                 -----------       -----------       -----------
         Net loss                                                ($  923,317)      $   317,459       ($  605,858)
                                                                 ===========       ===========       ===========
</TABLE>


                                       13
<PAGE>

Three Months Ended March 31, 2006

<TABLE>
<CAPTION>
                                                                                    Impact of
                                                                                    SFAS 123R
                                                                                 and beneficial
                                                                                   conversion
                                                                 As reported         feature          Pro forma
                                                                 -----------     --------------      -----------
<S>                                                              <C>               <C>               <C>
Revenues                                                         $   201,376       $        --       $   201,376

Cost of Goods Sold                                                    51,587                --            51,587
                                                                 -----------       -----------       -----------
         Gross Profit                                                149,789                --           149,789

Operating Expenses
     Research and development                                        169,600           (12,080)          157,520
     Sales and marketing                                              63,692               (84)           63,608
     General and administrative                                      255,540           (31,783)          223,757
     Reimbursement of grant expenses                                 (48,180)               --           (48,180)
                                                                 -----------       -----------       -----------
         Total operating expenses                                    440,652           (43,947)          396,705
                                                                 -----------       -----------       -----------
         Loss from operations before other income (expense)         (290,863)           43,947          (246,916)

Other income (expense)
     Interest and other income                                        13,508                --            13,508
     Interest expense                                               (975,207)          947,317           (27,890)
                                                                 -----------       -----------       -----------
         Total other income (expense)                               (961,699)          947,317           (14,382)
                                                                 -----------       -----------       -----------
         Loss before income tax                                   (1,252,562)          991,264          (261,298)

Income tax expense                                                        --                --                --
                                                                 -----------       -----------       -----------
         Net loss                                                ($1,252,562)      $   991,264       ($  261,298)
                                                                 ===========       ===========       ===========
</TABLE>

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

Forward-Looking and Cautionary Statements

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

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

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


                                       14
<PAGE>

Results of Operations

Revenues

Our revenues of $358,755 for the three months ended March 31, 2007 represented
an increase of $157,379 (78.2%) over revenues of $201,376 for the three month
period ended March 31, 2006. The increase was primarily attributable to the sale
of three Nano eNabler(TM) systems during the three month period ended March 31,
2007, as compared to one Nano eNabler(TM) system having been sold during the
three month period ended March 31, 2006.

Total revenues for the three month periods ended March 31, 2007 and 2006 were
made up of the following components:

<TABLE>
<CAPTION>
                                                                           2007          2006
                                                                           ----          ----
      <S>                                                                <C>           <C>
      Nano eNabler(TM) system sales                                      $295,258      $147,000
      Nano eNabler(TM) system installation and training                     2,408            --
      Nano eNabler(TM) system warranties                                    3,364            --
      SPT(TM) surface patterning tools and Sindex(TM) silicon chips        13,188        22,700
      AFM products                                                         43,737        31,376
      Other                                                                   800           300
                                                                         --------      --------
      Total revenues                                                     $358,755      $201,376
                                                                         ========      ========
</TABLE>

International sales represent a significant portion of our business, with two of
our three Nano eNabler(TM) system sales and 72% of our AFM products revenues
coming from international markets during the first three months of 2007. The
percentage of our business attributable to international customers has not
changed significantly during the past three years.

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

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

Gross Margins

Overall gross margins were 49.1% during the first three months of 2007, as
compared to 74.4% during the first three months of 2006. The gross margin
decrease from 2006 to 2007 was a result of adding manufacturing capacity, and
therefore manufacturing overhead, subsequent to March 31, 2006 as well as costs
recorded as a result of implementation of SFAS 123R.

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

Operating Expenses

Effective January 1, 2006, we adopted the fair value recognition provisions of
FASB Statement No. 123(R), "Share-Based Payment" ("SFAS 123R"), using the
modified-prospective-transition method for our stock compensation plans. Our
operating expenses for the three months ended March 31, 2007 reflect $317,459 of
costs recorded as a result of the implementation of SFAS 123R, as compared to
$43,947 for the first three months of 2006.

Research and development costs for the three month period ended March 31, 2007
were $278,800 as compared to $169,600 for the three month period ended March 31,
2006. The $109,200 (64.4%) increase from 2006 to 2007 was primarily a result of
an increased level of research and development staffing and an increase in the
research and development costs recorded as a result of implementation of SFAS
123R.

Sales and marketing costs for the three month period ended March 31, 2007 were
$306,008 as compared to $63,692 for the three month period ended March 31, 2006.
The $242,316 (380.4%) increase from 2006 to 2007 was primarily a result of
significantly increased levels of staffing, travel and other costs associated
with our Nano eNabler(TM) system Pilot Placement Program, an increase in sales
commission expense, increased efforts to make the public and investment
community aware of our Company, and an increase in the sales and marketing costs
recorded as a result of implementation of SFAS 123R.


                                       15
<PAGE>

General and administrative costs for the three month period ended March 31, 2007
were $658,708 as compared to $255,540 for the three month period ended March 31,
2006. The $403,168 (157.8%) increase from 2006 to 2007 was primarily a result of
an increase in the audit, legal and other costs associated with us being a
publicly traded company, costs associated with our hiring of a Chief Financial
Officer effective January 15, 2007, increased levels of staffing, and 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, 2007 were $124,923 as compared to $48,180 during
the three month period ended March 31, 2006. The increase from 2006 to 2007
reflects our increased levels of spending on grant-related activities as well as
additional grant funding that we were awarded subsequent to March 31, 2006. We
were notified in April 2007 that we had been awarded a $200,000 grant to
continue one of our ongoing research projects. We expect that the funding from
this grant will be received during the period from May 2007 through July 2008.

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

Interest and Other Income

Interest and other income for the three months ended March 31, 2007 was $22,136
as compared to $13,508 for the three months ended March 31, 2006. The increase
from 2006 to 2007 is a result of higher average cash balances available for
investment during 2007.

Interest Expense

Interest expense for the three months ended March 31, 2007 was $3,009, as
compared to $975,207 for the three months ended March 31, 2006. Included in
these interest expense figures is a non-cash amount related to the beneficial
conversion feature of convertible debt of $947,317 in 2006. The debt associated
with this beneficial conversion amount was incurred during 2004 and 2005, and
was converted to equity in February 2006. The conversion to equity triggered
recognition as expense of the value of the beneficial conversion feature that
had not been expensed during 2004 and 2005, causing the significant increase in
2006 expense related to this item. Interest expense other than beneficial
conversion feature charges was higher during 2006 than 2007 as a result of
$1,550,000 of convertible debt financing, which was outstanding during January
and February of 2006.

Net Loss

As a result of the above-mentioned items, our net loss for the three months
ended March 31, 2007 was $923,317, as compared to a net loss of $1,252,562 for
the three months ended March 31, 2006.

Liquidity and Capital Resources

We have been financed to date by raising capital through revenues from sale of
our products, private equity offerings, loans from related parties, governmental
grants and loans from government entities. We used $950,837 of cash in our
operating activities during the three month period ended March 31, 2007, as
compared to $29,412 in the first three months of 2006 for these purposes. We
also used cash of $136,870 during the first three months of 2007 to purchase
equipment and pay for the costs of patenting and trademarking our intellectual
property, as compared to $71,936 for these purposes during the three months
ended March 31, 2006.

During the first three months of 2006 we received $5,280,156 of net cash from
the issuance of our common stock in a private placement. There have been no such
proceeds during 2007. We were able to satisfy $1,641,168 of our debt obligations
through the issuance of shares of our common stock during 2006.

While our revenues have been increasing, and we expect this trend to continue,
we do not anticipate that our revenues will be sufficient to allow our continued
operation without external financing. We expect that our cash reserves, which
were $1,503,832 at March 31, 2007, will be adequate to support our cash flow
requirements through August 31, 2007. It is our intention to augment these cash
reserves via the issuance of our equity securities in a private placement, or by
incurring additional debt, in amounts such that we will be able to finance our
continuing operations. 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.


                                       16
<PAGE>

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

In February 2007, we engaged the services of Stonegate Securities, Inc. to
assist us with our efforts to obtain an investment in the Company. To date those
efforts have not resulted in an investment being made. Our activities related to
funding, both through Stonegate and via other avenues, are ongoing.

Our net working capital at March 31, 2007 was $2,325,007, as compared to net
working capital of $3,033,551 at December 31, 2006. The decrease in working
capital is attributable to our loss from operations during the first quarter of
2007.

Off-Balance Sheet Arrangements

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

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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 reported during this quarter on an amended Current
Report on Form 8-K. These material weaknesses are as follows.

As a result of comments raised by the Division of Corporate Finance of the SEC,
we disclosed in the Form 8-K/A filed on March 14, 2007 (the "March 2007 Form
8-K/A") an accounting error we made in connection with the recording of
beneficial conversion features of certain debt that was outstanding as of
December 31, 2005. This led us to determine that, as of March 30, 2006, our
disclosure controls and procedures were not effective. Based on the impact of
this accounting error, we restated our audited financial statements and on
November 9, 2006, filed an amended Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2006. We filed the March 2007 Form 8-K/A to
disclose this material weakness under Section 4, Item 4.02 - "Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review" in response to an additional comment received from the SEC.

We also disclosed in the March 2007 Form 8-K/A our determination that we made an
accounting error as of December 31, 2005 in failing to record our liability for
accrued vacation pay. This also led us to conclude that as of August 7, 2006,
our disclosure controls and procedures were not effective. The impact of this
accounting error was reflected in our audited financial statements for the years
ended December 31, 2006 and 2005.

We are in the process of implementing the following remedial measures to address
the identified material weaknesses.

      o     We hired a Chief Financial Officer, whose employment started January
            15, 2007. In the coming months, he will be reviewing our disclosure
            controls and procedures for compliance with the requirements of the
            Securities Exchange Act of 1934, as those requirements relate to and
            become effective for a small business. In so doing, he will be
            developing and implementing disclosure controls and procedures
            appropriate for a company of our size.


                                       17
<PAGE>

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

Due to these material weaknesses, we cannot conclude that for the quarter ended
March 31, 2007, 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

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

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

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, 2006, which was filed on April 2, 2007.

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

Our Board of Directors approved a Placement Agency Agreement effective as of
February 14, 2007 with Stonegate Securities, Inc., pursuant to which we retained
Stonegate to assist us in securing equity or debt financing. As partial
compensation for Stonegate's services, we caused to be delivered to two
principals of Stonegate a total of 100,000 shares of our common stock. This
private placement was made in reliance on an exemption from registration
provided by Section 4(2) of the Securities Act of 1933. The Stonegate principals
are "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.

Item 6. Exhibits.

Exhibit No.    Exhibit Name
-----------    ------------


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

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

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

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


                                       18
<PAGE>

                                   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, 2007                          /s/ Eric Henderson
                                            ------------------------------------
                                            Eric Henderson
                                            Chief Executive Officer


Date: May 15, 2007                          /s/ Gregory D. Brown
                                            ------------------------------------
                                            Gregory D. Brown
                                            Chief Financial Officer


                                       19