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

                                   FORM 10-QSB/A

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

                  For Quarterly period Ended: June 30, 2006; or

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

                For the transition period _________ to __________

                         Commission File Number: 000-51074


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


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

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

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



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

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

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

        State the number of shares outstanding of the issuer's common equity:
$0.001 par value, as of June 30, 2006, was 23,999,950.

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




<PAGE>

                             Report on Form 10-QSB/A
                       For the Quarter Ended June 30, 2006

                                      INDEX

                                                                            Page
                                                                            ----
Part I.  Financial Information

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

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

         Item 2.      Management's Discussion and Analysis
                        or Plan of Operation ..............................   11

         Item 3.      Controls and Procedures .............................   13

Part II. Other Information

         Item 1.      Legal Proceedings ...................................   14

         Item 2.      Changes in Securities ...............................   14

         Item 3.      Defaults Upon Senior Securities .....................   14

         Item 4.      Submission of Matters to a Vote of Security Holders .   14

         Item 5.      Other Information ...................................   14

         Item 6.      Exhibits and Reports on Form 8-K ....................   14

                      Signatures...........................................   15






                                      -2-
<PAGE>

                                  FORM 10-QSB/A


Explanatory Note

On February 24, 2006, we completed  the  acquisition  of BioForce  Nanosciences,
Inc., a private Delaware corporation,  which became our wholly owned subsidiary.
Subsequently,  the financial statements of BioForce  Nanosciences,  Inc. for the
fiscal  years ended  December  31, 2005 and 2004 were  reaudited  by our current
certifying  accountants,  Chisholm,  Bierwolf & Nilson, LLC. This reaudit of our
subsidiary caused us to restate our financial statements as of December 31, 2005
and June 30, 2006 and for the six-month periods ended June 30, 2005 and 2006. We
have also made certain other revisions to update the information presented.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying balance sheets of BioForce Nanosciences Holdings,  Inc. at June
30, 2006 and  December  31,  2005,  and the related  statements  of  operations,
stockholders'  equity  (deficit)  and cash  flows for the three  months  and six
months ended June 30, 2006 and 2005,  have been  prepared by our  management  in
conformity with United States generally accepted accounting  principles.  In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such  adjustments are of a normal recurring  nature.  Operating
results for the quarter ended June 30, 2006, are not  necessarily  indicative of
the results that can be expected for the fiscal year ending December 31, 2006.



                      BIOFORCE NANOSCIENCES HOLDINGS, INC.

                              FINANCIAL STATEMENTS

                       June 30, 2006 and December 31, 2005


                                      -3-
<PAGE>

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


                                                                         December 31,     June 30,
                                                                            2005            2006
                                                                         ----------      ----------
                                     ASSETS
                                                                                         (Unaudited)
<S>                                                                      <C>             <C>
 CURRENT ASSETS
     Cash and cash equivalents                                           $  362,997      $4,466,736
     Accounts receivable - trade                                              8,775          14,153
     Inventory                                                                 --           316,974
     Prepaid expenses and other assets                                        8,933          66,097
                                                                         ----------      ----------
            Total current assets                                            380,705       4,863,960
                                                                         ----------      ----------

PROPERTY AND EQUIPMENT
     Computer equipment                                                      51,575          60,074
     Scientific and laboratory equipment                                    380,000         380,000
     Leasehold improvements                                                 598,968         609,785
     Office furniture and fixtures                                           51,365          52,843
                                                                         ----------      ----------
           Total                                                          1,081,908       1,102,702
     Less accumulated depreciation                                          495,066         578,458
                                                                         ----------      ----------
            Net property and equipment                                      586,842         524,244
                                                                         ----------      ----------

INTANGIBLE ASSETS
     Patent costs, net                                                      418,657         504,861
     Trademark and branding costs, net                                       35,978          42,978
                                                                         ----------      ----------
            Total intangible assets                                         454,635         547,839
                                                                         ----------      ----------




            TOTAL ASSETS                                                 $1,422,182      $5,936,043
                                                                         ==========      ==========
</TABLE>



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


                                      -4-
<PAGE>

<TABLE>
<CAPTION>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                                 BALANCE SHEETS

                                                                       December 31,       June 30,
                                                                          2005              2006
                                                                       ------------    ------------
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                        (Restated)      (Unaudited)
<S>                                                                    <C>             <C>
CURRENT LIABILITIES
     Accounts payable                                                  $     89,217    $    163,037
     Accrued interest                                                        58,145            --
     Accrued expenses                                                        66,613           7,500
     Current portion of long-term debt                                      878,369          25,946
                                                                       ------------    ------------
            Total current liabilities                                     1,092,344         196,483

LONG-TERM DEBT, net                                                         172,116         406,759
                                                                       ------------    ------------
            Total liabilities                                             1,264,460         603,242
                                                                       ------------    ------------

COMMITMENTS and CONTINGENCIES                                                  --              --

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock - 2005-$0.01 par value, 1,000,000 shares
       none outstanding;                                                       --              --
      2006-$0.001 par value, 10,000,000 shares authorized,
       none outstanding                                                        --              --
     Common stock - 2005-$0.01 par value, 24,000,000 shares
       authorized; 11,142,276 issued; 11,079,776 shares outstanding;        111,423            --
       2006-$0.001 par value, 100,000,000 shares authorized,
       23,999,950 shares outstanding                                           --            24,000
     Additional paid-in capital                                           5,915,024      13,285,619
     Treasury stock - 62,500 shares, at cost                                 (2,500)           --
     Accumulated deficit (restated)                                      (5,866,225)     (7,976,818)
                                                                       ------------    ------------
            Total stockholders' equity (deficit)                            157,722       5,332,801
                                                                       ------------    ------------




            TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY (DEFICIT)                           $  1,422,182    $  5,936,043
                                                                       ============    ============
</TABLE>




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

                                      -5-
<PAGE>


<TABLE>
<CAPTION>

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

                                            For the Three Months Ended      For the Six Months Ended
                                                     June 30,                        June 30,
                                               2005            2006            2005           2006
                                           ------------    ------------    ------------    ------------
                                                            (restated)                      (restated)
<S>                                       <C>             <C>             <C>             <C>
REVENUES
     Sales, net of discounts              $     36,231    $     28,422    $     63,935    $    229,498
     Consulting income                           7,500             400           7,500             700
                                          ------------    ------------    ------------    ------------
           Net revenue                          43,731          28,822          71,435         230,198

COST OF GOODS SOLD                              35,704          26,499          60,927          78,086
                                          ------------    ------------    ------------    ------------

           Gross profit                          8,027           2,323          10,508         152,112

EXPENSES
     Research and development                  434,704         199,040         731,065         356,560
     Sales and marketing                        69,430         118,204         137,125         181,812
     General and administrative                218,038         516,530         460,015         915,691
     Reimbursement of grant expenses           (85,605)        (53,249)       (243,946)       (101,429)
                                          ------------    ------------    ------------    ------------
          Total expenses                       636,567         780,525       1,084,259       1,352,634
                                          ------------    ------------    ------------    ------------

           Loss from operations               (628,540)       (778,202)     (1,073,751)     (1,200,522)

OTHER INCOME (EXPENSE)
     Interest and other income                   1,561          52,214           2,705          65,721
     Interest expense                          (28,480)           (587)        (50,424)       (975,792)
                                          ------------    ------------    ------------    ------------
           Total other income (expense)        (26,919)         51,627         (47,719)       (910,071)
                                          ------------    ------------    ------------    ------------

           Net loss before income taxes       (655,459)       (726,575)     (1,121,470)     (2,110,593)

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

           Net loss                       $   (655,459)   $   (726,575)   $ (1,121,470)   $ (2,110,593)
                                          ============    ============    ============    ============

BASIC LOSS PER COMMON SHARE               ($      0.03)   ($      0.03)   ($      0.05)   ($      0.09)
                                          ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                23,999,950      23,999,950      23,999,950      23,999,950
                                          ============    ============    ============    ============
</TABLE>

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


                                                  -6-
<PAGE>

<TABLE>
<CAPTION>

                                              BIOFORCE NANOSCIENCES HOLDINGS, INC.
                                               STATEMENTS OF STOCKHOLDERS' EQUITY
                                      For the period January 1, 2005 through June 30, 2006
                                                                  (Unaudited)
                                                                                           (Restated)


                                         Preferred Stock          Common Stock      Additional                             Total
                                     --------------------- -----------------------   Paid-In    Treasury   Accumulated Stockholders'
                                       Shares     Amount      Shares      Amount     Capital      Stock     (Deficit)      Equity
                                     ---------- ---------- ----------- ----------- ----------- ----------- ----------- ------------
<S>              <C>                            <C>         <C>        <C>         <C>         <C>         <C>          <C>
Balance, January 1, 2005                   --   $     --    10,833,955 $   108,339 $ 4,628,208 ($   2,500) $(3,840,032) $   894,015
  Net loss for the year                    --         --          --          --          --          --    (2,026,193)  (2,026,193)
  Issuance of common stock
    for cash at $2.04 per share
    net of issuance costs of $38,823       --         --       308,321       3,084     586,816        --           --       589,900
  Value attributed to beneficial
    conversion feature                     --         --          --          --       700,000        --           --       700,000
                                     ---------- ---------- ----------- ----------- ----------- ----------- -----------  -----------
Balance, December 31, 2005                 --         --    11,142,276     111,423   5,915,024     (2,500)  (5,866,225)     157,722
  Net loss for the six months
    ended June 30, 2006                    --         --          --          --          --         --     (2,110,593)  (2,110,593)
  Shares issued
    for debt at $0.69 per share            --         --     2,392,198      23,967   1,617,201       --           --      1,641,168
  Shares issued
    for cash at $1.50 per share
    net of issuance costs of $719,844      --         --     4,000,000      40,000   5,240,156       --           --      5,280,156
  Valuation of warrants issued             --         --          --          --       364,348       --           --        364,348
  Recapitalization                         --         --     6,465,476    (151,390)    148,890      2,500         --           --
                                     ---------- ---------- ----------- ----------- ----------- ----------- -----------  -----------
Balance, June 30, 2006                     --         --    23,999,950 $    24,000 $13,285,619 $     --    $(7,976,818) $ 5,332,801
                                     ========== ========== =========== =========== =========== =========== ===========  ===========



                            The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                                -7-
<PAGE>

<TABLE>
<CAPTION>

                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                     For the Six Months Ended
                                                                             June 30,
                                                                       2005            2006
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                                (restated)
     Net loss                                                       $(1,121,470)   $(2,110,593)
     Adjustments to reconcile net loss to net
      cash used by operating activities:
         Depreciation                                                    73,018         83,392
         Amortization of intangible assets                                4,571         10,951
         Value of warrants issued                                          --          364,348
         Beneficial conversion interest                                  41,696        947,317
         Change in:
            (Increase) Decrease Accounts receivable                       1,057         (5,378)
            (Increase) Decrease Prepaid expenses and other assets        (8,452)       (57,164)
            (Increase) Decrease Inventory                               (13,620)      (316,974)
            Increase (Decrease) Accounts payable                        114,971         73,820
            Increase (Decrease) Accrued expenses                         14,929        (26,090)
                                                                    -----------    -----------
                Net cash used by operating activities                  (893,300)    (1,036,371)
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                               (346,207)       (20,794)
     Patent, trademark, and branding costs                              (48,570)      (104,155)
                                                                    -----------    -----------
                Net cash used by investing activities                  (394,777)      (124,949)
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of long-term debt                           350,000           --
     Repayment of long-term debt                                           (688)       (15,097)
     Proceeds from issuance of common stock, net of capital
       acquisition costs                                                591,400      5,280,156
                                                                    -----------    -----------
                Net cash provided by financing activities               940,712      5,265,059
                                                                    -----------    -----------

Net (decrease) increase in cash                                        (347,365)     4,103,739
CASH AND CASH EQUIVALENTS - beginning of year                           499,196        362,997
                                                                    -----------    -----------

CASH AND CASH EQUIVALENTS - end of year                             $   151,831    $ 4,466,736
                                                                    ===========    ===========

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


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


                                      -8-
<PAGE>


                      BIOFORCE NANOSCIENCES HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2006
                                   (Unaudited)


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying  unaudited financial  statements have been prepared by
         the Company pursuant to the rules and regulations of the Securities and
         Exchange  Commission.  Certain  information  and  footnote  disclosures
         normally included in financial  statements  prepared in accordance with
         accounting  principles  generally  accepted  in the  United  States  of
         America have been  condensed or omitted in  accordance  with such rules
         and  regulations.  The information  furnished in the interim  financial
         statements  include  normal  recurring  adjustments  and  reflects  all
         adjustments,  which, in the opinion of management,  are necessary for a
         fair  presentation of such financial  statements.  Although  management
         believes the disclosures and information presented are adequate to make
         the  information  not  misleading,  it is suggested  that these interim
         condensed  financial   statements  be  read  in  conjunction  with  the
         Company's  most recent audited  financial  statements and notes thereto
         included  in its  December  31,  2005  Annual  Report  on Form  10-KSB.
         Operating  results for the three  months and six months  ended June 30,
         2006 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 2006.

NOTE 2 - GOING CONCERN

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

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

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

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

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

NOTE 3 - SIGNIFICANT EVENTS

         On February 24, 2006, the Company completed the acquisition of BioForce
         Nanosciences,  Inc., a Delaware  corporation  with  operations in Ames,
         Iowa  ("BioForce").  The  acquisition was made pursuant to an agreement
         entered  into on November  30,  2005,  whereby it was agreed to merge a
         newly  created,  wholly-owned  subsidiary,  Silver River  Acquisitions,
         Inc., with and into BioForce,  with BioForce being the surviving entity
         as a wholly owned  subsidiary.  The shareholders of BioForce became the
         controlling  shareholders  of the Company,  accordingly  the historical


                                      -9-
<PAGE>

         financial  statements  of  BioForce  are  presented  as the  historical
         financial  statements of the Company (i.e. reverse merger  accounting).
         However,  Basic Loss per Share was recomputed  based upon the number of
         shares outstanding after the recapitalization of the Company.

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


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

         On April 11, 2006,  the Company  granted  100,000 common stock purchase
         options to certain of its directors.  Each stock purchase option allows
         the  holders to purchase  one share of the  Company's  common  stock at
         $4.60 per share.  The  shares  vest 1/3 one year from the date of grant
         and 1/3 at each succeeding anniversary date.

         During the three  months  ended June 30,  2006,  the Company  granted a
         warrant for 100,000  common stock at $1.50 per share to its  investment
         relations firm.  Additionally,  5,938 options at $1.25 per share, which
         were  previously   granted  to  its  employees,   vested.  The  Company
         recognized  $188,945  as  an  expense  for  these  vested  options  and
         warrants.

NOTE 4 - RESTATED FINANCIAL STATEMENTS

         The  Company's  financial  statements as of December 31, 2005 and March
         31,  2006 have been  restated  to reflect  the value of the  beneficial
         conversion feature determined to be attached to the Convertible Debt to
         Shareholders.  The June 30, 2006 financial  statements were restated to
         correct  for  warrants  issued  to  a  consultant,  options  issued  to
         directors,  and vesting of employee options. The restatements  resulted
         in the following adjustments to the financial statements:


<TABLE>
<CAPTION>

                                                      Original     Adjustment   Restated
                                                      --------     ----------   --------
<S>                                                 <C>          <C>          <C>
         Convertible debentures-related party       $1,550,000   $ (947,317)  $  602,683

         Additional paid-in capital                  4,665,024    1,250,000    5,915,024

         Interest expense - June 30, 2005                8,728       41,696       50,424

            Interest expense -  June 30, 2006           28,475      947,317      975,792


</TABLE>


                                      -10-
<PAGE>


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

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

Forward-looking and Cautionary Statements

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

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

Results of Operations.

Three months ended June 30, 2006 compared to three months ended June 30, 2005
--------------------------------------------------------------------------------

During the three months ended June 30, 2006, revenue decreased 34% from the same
period of 2005.  Revenue for 2006 was $28,822,  which is a $14,909 decrease from
fiscal 2005 sales of $43,731. The decrease in revenue was realized in all of our
products  and  services  but is most  directly  attributable  to  decreased  AFM
solution revenues. AFM Solutions are a line of products sold to the Atomic Force
Microscopy  community.  These products  include  modified AFM probes (often with
microspheres  attached)  and  a  device  for  cleaning  AFM  probes  called  the
TipCleaner.

We had no  NanoArrayer  revenues  in the  second  quarter  of 2005 or 2006.  The
NanoArrayer  System  places  proteins and other  biological  and non  biological
materials onto silicon chips and other surfaces. We believe that this technology
can be implemented into many uses in industries using  nanotechnology to produce
their products.  We built several NanoArrayers in the second quarter of 2006 for
which we hold purchase  orders and expect to deliver and record the sales in the
third  quarter of 2006.  We believe  that much of our growth  over the next year
will come from direct marketing and by placing  NanoArrayers  with  Universities
where technology developers can learn of its capabilities.

For the second  quarter of 2005 our cost of sales was 82% of net sales  compared
to 92% in 2006.

We incurred a net loss of $726,575 or $0.03 per share for the three months ended
June 30, 2006 compared to $655,459 or $0.03 per share for the three months ended
June 30,  2005.  Included  in  general  and  administrative  expense  in 2006 is
$188,945 for the value of warrants issued to an investment  relations consultant
and vested employee options. Excluding this non cash expense our loss would have
been $537,630.  Our research and development costs decreased to $199,040 in 2006
from  $434,704 in 2005 as a result of the  completion of majority of the work on
the NanoArrayer. However, the funds we were reimbursed from research grants also


                                      -11-
<PAGE>


decreased  from  $85,605 to $53,249  for the same  reason.  Included in interest
expense in 2005 is $24,196 from the  amortization  of the beneficial  conversion
feature of the convertible debt compared to $-0- in 2006.

Six months ended June 30, 2006 compared to six months ended June 30, 2005
--------------------------------------------------------------------------------

During the six months ended June 30, 2006,  revenue increased 222% from the same
period of 2005. Revenue for 2006 was $230,198, which is a $158,763 increase from
fiscal 2005 sales of $71,435. The increase in revenue was realized in all of our
products and services but is most directly attributable to increased NanoArrayer
revenues.

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

Our cost of sales in the  NanoArrayer is much lower than in our other  products.
Accordingly,  as our NanoArrayer sales increase we will have a much higher gross
profit.  For the  first  half of 2005  our cost of  sales  was 85% of net  sales
compared to 34% in 2006.

We incurred a net loss of $2,110,593 or $0.09 per share for the six months ended
June 30, 2006 compared to $1,121,470 or $0.05 per share for the six months ended
June 30,  2005.  Included  in  general  and  administrative  expense  in 2006 is
$364,348  for the  value of  warrants  issued  in  connection  with our  private
placement and to an investor relations consultant,  and vested employee options,
and  $947,317  from the write off of the  beneficial  conversion  feature of the
convertible debt upon its conversion. Excluding these non cash expenses our loss
would have been  $798,928.  Our  research  and  development  costs  decreased to
$356,560 in 2006 from $731,065 in 2005 as a result of the completion of majority
of the work on the  NanoArrayer.  However,  the  funds we were  reimbursed  from
research  grants also  decreased  from $243,946 to $101,429 for the same reason.
Included  in  interest  expense is  $41,696  and  $947,317  for the value of the
beneficial  conversion  feature of the Company's  convertible  debt for 2005 and
2006,  respectively.  The debt was  converted  to equity  during  January  2006.
Accordingly,  the Company recognized the unamortized  portion of the discount on
the convertible debt as an expense.

Our  independent  auditors  have  indicated  in  a  footnote  to  our  financial
statements  that due to the research and development  nature of our company,  we
have  sustained  significant  operating  losses and are dependent upon continued
grant  receipts  and debt and equity  financing to fund 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.

Liquidity and Capital Resources.

We have  consistently  been financed through loans from related parties and from
raising  capital  through  private  equity  offerings.   We  used  $893,300  and
$1,036,371 of cash in our  operating  activities in the first six months of 2005
and 2006,  respectively.  We also used cash of  $394,777  and  $124,949,  in the
respective periods, to purchase equipment and pay for the costs of patenting our
products.  For the six  months  ended June 30,  2006,  we  received  net cash of
$5,280,156 from the issuance of our common stock in a private placement at $1.50
per share.  For the six months  ended June 30,  2005,  we  received  net cash of
$591,400 from issuance of common stock. We also were able to satisfy  $1,641,168
of our debt  through the  issuance of common  stock.  We expect that in the next
twelve  months  that our  cash  reserves  of  approximately  $4,460,000  will be
adequate for our cash flow.


                                      -12-
<PAGE>


Our working capital at June 30, 2006 was $4,667,477 compared to $-0- at December
31, 2005. This increase in working capital is directly  attributed to completion
of our private placement stock offering in March 2006.

At June 30, 2006,  we had total  assets of  $5,936,043  and total  stockholders'
equity of $5,332,801, compared to total assets of $1,422,182 and a stockholders'
equity of $157,722 at December 31, 2005.

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

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

Dependence on Key Personnel

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

Item 3.   Controls and Procedures

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

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

As of  the  end of  the  period  covered  by  this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including our chief executive officer and acting principal financial officer, of
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  as defined in Rules  13a-15(e)  and  15d-15(e) of the Exchange  Act.
Based upon that evaluation,  management  concluded that our disclosure  controls
and  procedures  in place do provide  reasonable  assurance  that all  necessary
disclosures are communicated as required.


                                      -13-
<PAGE>


There was no change in our internal controls over financial reporting identified
in connection with the requisite evaluation that occurred during our last fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, our internal control over financial reporting.


PART II - OTHER INFORMATION.

Item 1. Legal Proceedings.

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

Our wholly owned subsidiary, BioForce Nanosciences, Inc. ("BioForce"),  received
notice on November 30, 2005 that NanoInk,  Inc.  filed with the U.S.  Patent and
Trademark Office a request for  re-examination  of U.S. Patent  6,573,369.  Upon
re-examination  of this  patent  the  USPTO  rejected  BioForce's  claims to the
technology.  BioForce  then  submitted  a response  with  arguments  designed to
circumvent  some or all of the initial  claims  rejections.  The outcome of this
action is pending.  Because  this patent is not critical to  BioForce's  current
business,  we anticipate  that an  unfavorable  result would not have a negative
impact on our business.

Item 2. Changes in Securities.

             None.

Item 3. Defaults Upon Senior Securities.

        None.

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

        None.

Item 5. Other Information.

           Employment agreements for Kerry Frey and Eric Henderson were approved
by the Board of Directors.  These employment  agreements  defined the employees'
titles (Frey; COO, Henderson;  CEO) and compensation  packages including salary,
participation  in the Company  stock  options  plan,  and  benefits.  The entire
agreements are attached as Exhibits 10.1 and 10.2.

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

        (a) Exhibits

         Exhibit 10.1      Employment Agreement with Eric Henderson(1)

         Exhibit 10.2      Employment Agreement with Kerry Frey(1)

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

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

                                      -14-
<PAGE>


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

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

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

              (1) Previously  filed on August  11,  2006 as an  exhibit  to Form
                  10-QSB for the period ended June 30, 2006.

        (b) Reports on Form 8-K

The following reports were filed with the SEC on Form 8-K during the three-month
period ended June 30, 2006 and/or through the date of this report.

         August  7,  2006 -  (amendment  to Form 8-K  filed  on  March 2,  2006)
         reporting  under  Item  9.01 the  inclusion  of new  audited  financial
         statements  for  BioForce  Nanosciences,  Inc.  that  was  acquired  in
         February 2006 and reported on Form 8-K on March 2, 2006.

         August 7, 2006 - reporting  under Item 4.01 that the former auditors of
         BioForce Nanosciences,  Inc., McGowen Hurst Clark & Smith, would not be
         retained.

         August 7, 2006 -  reporting  under Item 4.01 the change in  independent
         certifying accountants.

         September  26,  2006 -  reporting  under  Item 7.01 two press  releases
         regarding funding and product placement.




                                   SIGNATURES

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



                                          BioForce Nanosciences Holdings, Inc.


Date:    November 17, 2006                   / s / Eric Henderson
                                          ----------------------------
                                          Eric Henderson
                                          Chief Executive Officer
                                          and Director
                                          (Principal Accounting Officer)



                                      -15-