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): August 10, 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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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 August 10, 2007, we issued a press release entitled "BioForce Nanosciences
Reports Second 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 second fiscal quarter of 2007 and for the six months ended June
30, 2007. It 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 Second
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: August 10, 2007 By: /s/ Eric Henderson
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 Second
Quarter 2007 Financial Results"