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) June 3, 2004
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)
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Item 2.
Effective June 3, 2004, the Company executed final agreements for the
acquisition of a 51% ownership interest in TE Bio, LLC ("TE Bio"), a newly
formed limited liability company that acquired an exclusive license to certain
technology from Biomed Solutions, LLC ("Biomed"). TE Bio is also owned 46.5% by
Biomed, a related company, and 2.5% by Stuart G. MacDonald, Vice-President of
Research and Development for the Company.
The Payment Agreement (the "Agreement") provides for the investment in TE Bio of
$300,000 per year for three years from the Company's working capital. In
addition, the Company will provide certain administrative, marketing, and
research and development services to TE Bio.
Because of the potential conflict of interest, only non-management members of
the Board who are also independent of Biomed Solutions, LLC, negotiated the
transaction with Biomed on behalf of Biophan and gave final approval for the
acquisition.
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Item 7. Financial Statements and Exhibits
(a)and (b) Audited financial statements of TE Bio, along with pro forma
financial statements of the Company after the acquisition will be filed by
amendment of this Form 8-K within 60 days from the due date of this report.
(c) Exhibits:
99.1 Payment Agreement dated June 3, 2004 between
Biophan Technologies, Inc. and TE Bio,LLC
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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.
BIOPHAN TECHNOLOGIES, INC.
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(Registrant)
Date June 8, 2004 /s/ Robert J. Wood
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(Signature)
Robert J. Wood
Vice President, CFO, and
Treasurer
(Principal Financial Officer)