UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 28, 2006
BIOFORCE NANOSCIENCES HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 000-51074 76-3078125
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1615 Golden Aspen Drive, Suite 101, Ames, Iowa 50010
(Address of principal executive offices)
Registrant's telephone number, including area code: (515) 233-8333
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORM 8-K
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
We have terminated Moore & Associates, Chartered, Certified Public
Accountants, as our independent certifying accountants, effective April 28,
2006. The termination of our relationship with Moore & Associates, Chartered was
not presented to our board of directors. Moore & Associates became our
certifiying accountants on October 20, 2005.
Moore & Associates audit report to our financial statements for the year
ended December 31, 2005, includes a modification expressing substantial doubt as
to our company's ability to continue as a going concern because we had not
established an ongoing source of revenues sufficient to cover our operating
costs. Our ability to continue as a going concern is dependent on obtaining
adequate capital to fund future operating losses until we become profitable. The
audit report contains no other adverse opinion, disclaimer of opinion or
modification as to uncertainty, audit scope or accounting principle.
In connection with its audit for the 2005 fiscal year and the interim
periods until the date of termination, there have been no disagreements with
Moore & Associates on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures which, if not
resolved to the satisfaction of Moore & Associates would have caused it to make
reference to the subject matter of the disagreement in connection in its report
on the financial statements.
During our two most recent fiscal years and through April 28, 2006 there
have been no reportable events as set forth in Regulation S-B, Item
304(a)(1)(iv). We have provided Moore & Associates with a copy of this Form 8-K
and requested that it furnish us with a letter addressed to the Securities and
Exchange Commission stating whether or not Moore & Associates agrees with the
above statements. A copy of the letter provided to us by Moore & Associates in
response to this request is filed as Exhibit 16.1 to this Form 8-K.
Also on April 28, 2006, our board of directors unanimously approved a
resolution to engage Chisholm Bierwolf & Nilson, LLC, Certified Public
Accountants, to become our new independent certifying accountants. During the
two most recent fiscal years and through April 28, 2006, we have not consulted
with Chisholm Bierwolf & Nilson regarding:
(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion
that might be rendered on our financial statements, and no written
report or oral advice was provided to us by concluding there was an
important factor to be considered by us in reaching a decision as to an
accounting, auditing or financial reporting issue; or
(ii) any matter that was the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-B and the related
instructions thereto, or a reportable event, as set forth in Item
304(a)(1)(iv) of Regulation S-B.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No.Description
16.1 Letter regarding change in certifying accountant
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIOFORCE NANOSCIENCES HOLDINGS, INC.
Date: August 7, 2006 By /S/ ERIC HENDERSON
----------------------------------------
Eric Henderson
Chief Executive Officer
-3-