FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * WEINER MICHAEL L   2. Issuer Name and Ticker or Trading Symbol BIOPHAN TECHNOLOGIES INC [BIPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 3349 MONROE AVE UNIT 350 3. Date of Earliest Transaction (Month/Day/Year) 07/19/2007 (Street) ROCHESTER, NY 14618 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/19/2007 07/19/2007 C   3,546,118 A $ 0.67 3,546,118 I see footnote (1) Common Stock               656,756 I see footnote (2) Common Stock               300,644 I see footnote (3) Common Stock               4,923,080 I see footnote (4) Common Stock               207,361 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Promissory Note

$ 0.67

07/19/2007

07/19/2007

C

3,546,118

(6)

01/23/2011

Common Stock

3,546,118

$ 0.67

2,611,940

I

see footnote (1)

Convertible Promissory Note

$ 2.19

(6)

(7)

Common Stock

228,310

228,310

I

see footnote (2)

Employee Stock Options

$ 0.28

07/27/2007

A

1,000,000

07/27/2007

07/27/2017

Common Stock

1,000,000

$ 0

2,800,000

D (5)

Stock Purchase Warrants

$ 2.49

(6)

05/26/2008

Common Stock

500,000

500,000

I

see footnote (2)

Stock Purchase Warrants

$ 0.67

(6)

01/23/2011

Common Stock

1,198,630

1,198,630

I

see footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WEINER MICHAEL L 3349 MONROE AVE UNIT 350 ROCHESTER, NY 14618	X		President

Signatures

/s/ Michael L. Weiner		09/17/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On July19, 2007, Biomed converted $2,180,000 of Convertible Promissory Notes into 3,253,731 shares of Biophan common stock at a conversion price of $0.67. In addition, accrued interest of $195,899 was converted into 292,387 shares.
(2)	Held held by Biomed Solutions, LLC ("Biomed"), of which the reporting person is the Manager. Biomed is 57% owned by Technology Innovations, LLC ("TI"), of which the reporting person is a member and the Manager. The reporting person disclaims beneficial ownership of the issuer's securities held by Biomed except to the extent of his indirect ownership interest in Biomed through TI.
(3)	Held by TI. The reporting person disclaims beneficial ownership of the issuer's securities held by TI except to the extent of his ownership interest in TI.
(4)	Held by Myotech, LLC ("Myotech"), of which the reporting person is a director. The reporting person disclaims beneficial ownership of the issuer's securities held by Myotech except to the extent of his pecuniary interest in Myotech.
(5)	The reporting person holds various options to purchase common stock granted under the Issuer's employee stock option plans. The options are exercisable at prices ranging from $0.18 to $0.97 per share and expire on various dates ranging from 1/1/11 to 7/27/17.
(6)	Convertible or exercisible at option of holder.
(7)	Payable on demand.

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