ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

On December 4, 2020, Bioforce Nanosciences Holdings, Inc., (the "Company" or the "Registrant") issued 14,000,000 shares of its common stock in exchange for 2,000,000 shares of its Preferred Series 'A' shares. These shares were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. The issuance was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuances. In addition, the transferees of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book-entry shares containing a legend that states the securities were restricted pursuant to Rule 144 of the Securities Act.

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, thereunto duly authorized.

BIOFORCE NANOSCIENCES HOLDINGS, INC.




Date: December 4, 2020



By:/s/ Richard Kaiser

Name:  Richard Kaiser

Title:  CFO/ Director





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