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) February 24, 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))
Item 9.01 Financial Statements and Exhibits
(a) The financial statements included in this Report as Exhibits 99.1 and 99.2
are the audited financial statements of aMRIs GmbH and of MR:Comp GmbH as of and
for the period ended February 23, 2005 together with notes thereto and the audit
opinions of DHPG Dr. Harzem & Partner KG thereon.
(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 sheet of Biophan Technologies, Inc. and Subsidiaries as of February 28,
2005 and the unaudited pro forma statement of operations for the year then
ended.
(c) Exhibits
23.1 Consent of DHPG Dr. Harzem & Partner KG
99.1 Audited Interim Financial Statements of aMRIs GmbH as of February
23, 2005
99.2 Audited Interim Financial Statements of MR:Comp GmbH as of February
23, 2005
99.3 Unaudited Pro Forma 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.
Date: May 6, 2005 /S/ Robert J. Wood
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(Signature)
Robert J. Wood
CFO, Treasurer, Secretary
(Principal Financial Officer)