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): May 14, 2007
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BioForce Nanosciences Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-51074 74-3078125
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1615 Golden Aspen Drive, Suite 101
Ames, Iowa 50010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 233-8333
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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))
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Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On May 14, 2007, we issued a press release entitled "BioForce Nanosciences
Reports Record Revenues, First Quarter 2007 Financial Results." A copy of the
press release is attached as Exhibit 99.1 to this report and is incorporated by
reference into this Item 2.02.
NON-GAAP FINANCIAL MEASURES: The attached press release addresses our financial
results for the fiscal quarter ended March 31, 2007, and contains disclosure of
our non-GAAP net income (loss) and non-GAAP basic and diluted net income (loss)
per share, which are not measures of financial performance calculated in
accordance with accounting principles generally accepted in the United States
(GAAP). These non-GAAP measures exclude the effect of stock compensation expense
for employee stock options and stock warrants associated with the application of
SFAS 123R, and interest expense recorded as a result of a beneficial conversion
feature of convertible debt that was retired during 2006. The press release
contains disclosure regarding why we believe the presentation of these non-GAAP
measures provides useful information to investors and other users of our
financial statements in evaluating our operating results and comparative trends,
as well as in facilitating comparisons with our historical operating results. It
also contains a tabular reconciliation of GAAP to non-GAAP net income (loss) and
non-GAAP basic and diluted net income (loss) per share, including a presentation
of the most directly comparable financial measures as calculated in accordance
with GAAP.
The information being provided in this report, including Exhibit 99.1, is being
furnished, not filed, for purposes of Section 18 of the Securities Exchange Act
of 1934 (Exchange Act), or otherwise subject to the liability of that section.
This information will not be deemed to be incorporated by reference into a
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
to the extent we specifically incorporate it by reference.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
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99.1 Press Release titled "BioForce Nanosciences Reports Record
Revenues, First Quarter 2007 Financial Results"
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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: May 14, 2007 By: /s/ Eric Henderson
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Eric Henderson
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release titled "BioForce Nanosciences Reports Record
Revenues, First Quarter 2007 Financial Results"