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 (Earliest event reported) December 21, 2005
BIOPHAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-26057 82-0507874
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
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(Address of principal executive offices) (Zip code)
(585) 214-2441
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(Registrant's telephone number including area code)
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))
This Current Report on Form 8-K/A amends our Form 8-K filed December 28, 2005
disclosing the acquisition of a 35% interest in Myotech, LLC, to present the
financial statements required by Rule 3-05 (b) of Regulation S-X and the pro
forma financial information required by Article 11 of Regulation S-X.
Item 9.01 Financial Statements and Exhibits
(a) The financial statements included in this Report as Exhibits 99.1
and 99.2 are as follows:
The audited financial statements of Myotech, LLC as of and for the
periods ended December 31, 2004 and 2003 together with notes thereto
and the audit opinions of Eldredge, Fox and Porretti, LLP and
The reviewed (unaudited) financial statements of Myotech, LLC as of
November 30, 2005 and 2004.
(b) The pro forma financial information required by this item and filed
as Exhibit 99.3 to this Report consists of the unaudited pro forma
consolidated balance sheets and statements of operations of Biophan
Technologies, Inc. and Subsidiaries as of November 30, 2005 and
February 28, 2005 and the unaudited pro forma consolidated
statements of operations for the nine-months and the year then
ended.
(c) Exhibits
23.1 Consent of Eldredge, Fox and Porretti, LLP
99.1 Audited Financial Statements of Myotech, LLC as of and for the
periods ended December 31, 2004 and 2003
99.2 Unaudited Financial Statements of Myotech, LLC for the interim
eleven-month periods ended November 30, 2005 and 2004
99.3 Unaudited Pro Forma Consolidated Financial Data
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.
BIOPHAN TECHNOLOGIES, INC.
/S/ Darryl L. Canfield
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Date: February 13, 2006 (Signature)
Darryl L. Canfield
CFO, Treasurer, Secretary
(Principal Financial Officer)