UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 24, 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
SILVER RIVER VENTURES, INC.
19 East 200 South, Suite #1080, Salt Lake City, Utah 84111
(Former name and address, if changed since last report)
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/A
Explanatory Note
On February 24, 2006, we completed the acquisition of BioForce
Nanosciences, Inc., a private Delaware corporation, whereby we merged our
wholly-owned subsidiary, Silver River Acquisitions, Inc., with and into BioForce
with BioForce being the surviving entity as our wholly owned subsidiary. In
connection with the acquisition, we changed our corporate name to BioForce
Nanosciences Holdings, Inc.
On March 2, 2006, we filed a current report on Form 8-K reporting under
Item 2.01 the finalization of the acquisition of BioForce. Also included in the
Form 8-K were the audited financial statements for BioForce Nanosciences, Inc.
for the years ended December 31, 2004, 2003 and 2002 prepared by McGowen Hurst
Clark & Smith, P.C., certified public accountants, and unaudited statements for
the interim period ended October 31, 2005. Because the firm of McGowen Hurst
Clark & Smith was not registered with the PCAOB, the financial statements of
BioForce Nanosciences, Inc. for the years ended December 31, 2005 and 2004 have
been reaudited by Chisholm, Bierwolf & Nilson, LLC, certified public
accountants, and said financial statements are included herewith as Exhibit
99.3. On April 28, 2006, Chisholm, Bierwolf & Nilson replaced Moore & Associates
as the certifying accountants for BioForce Nanosciences Holdings, Inc. Following
the reaudit, we have restated our financial statements as of December 31, 2005
and March 31, 2006 and for the three-month periods ended March 31, 2005 and
2006. We are filing an amendment to our Form 10-QSB for the period ended March
31, 2006 to reflect this restatement and are including in this Form 8-K/A the
restated financial statements of our subsidiary, BioForce Nanosciences, Inc.,
for the years ended December 31, 2005 and 2004.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of BioForce Nanosciences, Inc. (Restated)
See Exhibits and 99.3
(b) Pro Forma Financial Information
See Exhibit 99.2
(c) Exhibits
Exhibit Number Description
2.1(1) Agreement and Plan of Merger with BioForce Nanosciences,
Inc. and Silver River Acquisitions, Inc. and Addendums
21.1(1) Subsidiaries
99.1(1) Audited financial statements for BioForce Nanosciences, Inc.
for the years ended December 31, 2004, 2003 and 2002, and
unaudited statements for the interim period ended October
31, 2005
99.2(1) Unaudited pro forma combined financial statements of Silver
River Ventures, Inc. (now know as BioForce Nanosciences
Holdings, Inc.) and BioForce Nanosciences, Inc.
99.3 Audited financial statements for BioForce Nanosciences, Inc.
for the years ended December 31, 2005 and 2004 prepared by
Chisholm, Bierwolf & Nilson (Restated)
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(1) Included as exhibit to Form 8-K filed March 2, 2006.
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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: November 13, 2006 By: S/ ERIC HENDERSON
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Eric Henderson, Ph.D.
Chief Executive Officer
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