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 ~~November 29~~7, ~~2021~~ 2024

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(~~Exact~~Name ~~name~~ of ~~registrant~~Small asBusiness ~~specified~~Issuer in its charter)

Nevada		000-51074		74-3078125
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2020 General Booth Blvd. Suite 230 Virginia Beach, VA 23454

Suite 230

Virginia Beach, VA 23454

(Address of principal executive offices)

Registrant'’s telephone number: (757) 306-6090

Registrant’s fax number: (757) 306-6092

_______________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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Item 54.~~02-Departure~~01 ofChange ~~Directors~~in orRegistrant’s ~~Certain~~Certifying ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Departure~~Effective ofMay ~~Director~~7, or2024, ~~Officer~~BioForce NanoSciences Holdings, Inc. (the “Company) replaced BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. The Company has retained Michael Gillespie & Associates, PLLC as its new auditing firm.

OnBF ~~November~~Borgers’ ~~29,~~audit ~~2021,~~reports on the ~~Board~~Company’s ofconsolidated financial ~~Directors~~statements ~~accepted~~as ~~the~~of ~~resignation~~and offor ~~Mr.~~the ~~Merle~~fiscal ~~Ferguson~~years asended ~~Chief~~December ~~Executive~~31, ~~Officer~~2023, and ~~President~~December 31, ~~effective~~2022 ~~November~~did ~~30,~~not ~~2021.~~contain ~~Mr.~~an ~~Ferguson~~adverse ~~remains~~opinion or ~~Chairman~~a disclaimer of ~~the~~opinion ~~Board~~and ofwere ~~Directors~~not ofqualified ~~BioForce~~or ~~Nanoscience,~~modified ~~Inc~~as to audit scope or accounting principles.

~~Mr.~~During ~~Ferguson's~~the ~~decision~~fiscal toyears ~~resign~~ended December ~~was~~31, ~~not~~2023 and 2022, and the ~~result~~subsequent interim period through the date of ~~any~~this ~~dispute~~report, orthere ~~disagreement~~were ~~with~~no ~~the~~disagreements, ~~Company~~as orthat ~~any~~term is ~~matter~~defined ~~relating~~in toItem 304(a)(1)(iv) of Regulation S-K, between the Company's ~~operation,~~and ~~policies~~BF ~~(including~~Borgers on any matter of accounting principles or practices, financial ~~policies)~~statement disclosure, or ~~practices~~auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports.

~~Election~~During orthe ~~Appointment~~fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of ~~Officer~~this orreport, ~~Director~~there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

OnItem ~~November 29, 2021, the Board of Directors (the “Board”) of BioForce Nanosciences Holdings, Inc~~9. ~~(the “Company”) appointed both Mr~~01. ~~Steve~~Financial ~~Gagnon~~Statements and MrExhibits. ~~John LaViolette as Co-Chief Executive Officers (Co-CEOs), effective November 30, 2021.~~

In(d) ~~addition, on November 29, 2021, the Board of Directors of BioForce Nanosciences Holdings, Inc. appointed Sasha Shapiro as President, effective November 30, 2021.~~Exhibits

John LaViolette is the Co-Founder and Co-CEO of Element International Inc, and Co-CEO and Director of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. LaViolette was also a senior partner in the entertainment law firm of Bloom, Hergott, Diemer, Rosenthal, LaViolette, Feldman, Schenkman & Goodman LLP. He has deep relationships with all major Hollywood studios and networks and has represented a vast number of "A-list" actors, writers, and directors. The Board reviewed Mr. LaViolette's background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Steven Gagnon is the Co-Founder and Co-CEO of Element International Inc., and is Director, Co-CEO and COO of Element Global, Inc. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. Gagnon has a 20-year history in media in the financing and production of film, television and music videos. Mr. Gagnon served as President of the sports group of Madison Sports and Entertainment Group, Inc., and worked as a supervisor in the offshore oil and construction industry for International Underwater Contractors. The Board reviewed Mr. Gagnon's background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

Sasha Shapiro is President and Director of Element Global, Inc. and Vice Chairman and President of Element Media Group. The stock of Element Global trades on the OTC Markets Pink, no information expert market. Mr. Shapiro is Managing Director of Media Content Capital, a private equity fund focused on investments in early/medium-stage media, internet, and entertainment companies. He has held senior management positions at Warner Bros Studios and Pacifica Ventures and has served as a producer on films including Fury, Sabotage, Fading Gigolo, Dirty Grandpa, Rock the Kasbah, Naked and Ophelia. He sits on the Board of Directors of Sonifi Solutions, QED International, Covert Media and VR MediaTech. The Board reviewed Mr. Shapiro's background and it considers him as qualified to fill this position, due to his extensive business experience and work with public companies.

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Financial Item 9.01 -Financial Statements and Exhibits.

(a) Financial statements of business acquired. Not applicable.

(b) Pro forma financial information. Not applicable.

(d) Exhibits.

Number	Description
17.1+	Resignation letter – Mr. Merle Ferguson

+Filed herewith

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.

Date: November 30, 2021	BIOFORCE NANOSCIENCES HOLDINGS, INC.
Date: May 7, 2024	BIOFORCE NANOSCIENCES HOLDINGS, INC.
	By /s/ Merle Ferguson
	By: /s/ Richard Kaiser
	Chairman
	Richard Kaiser – Chief Financial Officer

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