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 (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)
Item 2.01
On June 3, 2004, Biophan Technologies, Inc. ("the Company") filed a Current
Report on Form 8-K ("the Original Filing")disclosing the execution of 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.
This Current Report on Form 8-K/A amends the Original Filing to include the
financial statements and pro forma information required by Item 9.01 of Form
8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statement of TE Bio, LLC as of June 3, 2004 together
with the report thereon of Goldstein Golub Kessler LLP are attached hereto as
Exhibit 99.1
(b) Pro Forma Financial Information
The presentation of consolidated pro forma information for the acquisition
is not applicable inasmuch as the combined balance sheets of the acquiring
entity (the Company)and the acquired entity (TE Bio, LLC), after intercompany
eliminations, would show the same financial position as the Company standing
alone. TE Bio is a newly formed entity that had no prior operating history.
(c) Exhibits:
23.1 Consent of Goldstein Golub Kessler LLP
99.1 Audited financial statement of TE Bio,LLC as of June 3,2004
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)
/s/ Robert J. Wood
Date: September 21, 2004 ------------------
(Signature)
Robert J. Wood
Vice President, CFO, and
Treasurer
(Principal Financial Officer)