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): October 2, 2006
BIOFORCE NANOSCIENCES HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-51074 76-3078125
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(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 5 - Corporate Governance and Management
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
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On October 2, 2006, the Company received by registered mail the resignation
of Guenter H. Jaensch as a director on the Company's Board of Directors,
effective immediately. Mr. Jaensch had previously been appointed as Chairman of
the Company's Audit Committee.
Mr. Jaensch cited as reasons for his resignation the fact that he currently
serves on the Audit Committees of two other public companies and desires to
avoid any possible additional exposure. He also cited that he had not been
informed about certain Company filings made with the SEC, even though he was
Chairman of the Audit Committee.
Mr. Jaensch was appointed as the Chairman of the Audit Committee at a Board
meeting held in June 2006, at which time the Board authorized the formation of
the Committee. However, the Board has not yet finalized its Audit Committee
Charter nor has it established definitive policies and procedures for the review
by the Committee of reports and filings. Under existing policies, the chief
executive officer and principal financial officer review the Company's reports
prior to filing with the SEC. The Company believes that its current policies of
disclosure controls and procedures regarding reports filed with the SEC are
adequate and effective.
The Company anticipates that the Board of Directors will consider at its
next regularly scheduled meeting, the adoption of a formal Audit Committee
Charter and related policies and procedures. However, because the Company is not
currently required to have an Audit Committee and due to the resignation of Mr.
Jaensch, the Board will also consider whether to postpone the creation of the
Audit Committee, adoption of an Audit Committee Charter and naming a new
Chairman until such time as the Board can fully examine the merits and effects
of the Company employing an Audit Committee at this time. Until a final decision
is made, the functions of an Audit Committee will continue to be carried out by
the Company's chief executive officer and principal financial officer.
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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17.1 Letter of resigning director
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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: October 5, 2006 By /S/ ERIC HENDERSON
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Eric Henderson
Chief Executive Officer
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