UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 10-KSB/A
-------------------------------------
(Mark One)
[X] Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of
1934
For the fiscal year ended February 28, 2005.
or
[ ] Transition Report Under Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the transition period from ________to__________.
Commission File Number 0-26057
BIOPHAN TECHNOLOGIES, INC.
-----------------------------------------------
(Name of small business issuer in its charter)
Nevada 82-0507874
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(585) 214-2441
-------------------------
Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act: None
Securities under Section 12(g) of the Exchange Act: Common Stock,
$.005 par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer had no revenues for its most recent fiscal year ended February 28,
2005.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of May 25, 2005 was $161,159,973.
The number of outstanding shares of the registrant's Common Stock, $.005 par
value, as of May 25, 2005 was 74,471,997 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
Explanatory Note
The purpose of this amendment on Form 10-KSB/A for the year ended February 28,
2005 is to revise the Report of Independent Registered Public Accounting Firm by
deleting the second sentence of the first paragraph which read as follows: "The
amounts in the cumulative column in the consolidated statements of operations
and cash flows for the period from August 1, 1968 (date of inception) to
February 29, 2000 were audited by other auditors." In addition, the Current
Liabilities section of the Consolidated Balance Sheet has been revise to
separately state the amounts of accounts payable and accrued expenses which were
previously combined as one amount on a single line.
ITEM 7. FINANCIAL STATEMENTS
BIOPHAN TECHNOLOGIES, INC.
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2005
CONTENTS
Report of Independent Registered Public Accounting Firm F-1
Consolidated Financial Statements:
Balance Sheet F-2
Statement of Operations F-3
Statement of Stockholders' Equity F-4 - F-7
Statement of Cash Flows
F-8 - F-9
Notes to Consolidated Financial Statements F-10 - F-19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Biophan Technologies, Inc.
We have audited the accompanying consolidated balance sheet of Biophan
Technologies, Inc. and Subsidiaries (a development stage company) as of February
28, 2005, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the two years in the period then ended, and
the amounts in the cumulative column in the consolidated statements of
operations, stockholders' equity, and cash flows for the period from March 1,
2000 to February 28, 2005. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Biophan
Technologies, Inc. and Subsidiaries as of February 28, 2005 and the results of
their operations and their cash flows for each of the two years in the period
then ended. Additionally, the amounts included in the cumulative column in the
consolidated statements of operations and cash flows for the period from March
1, 2000 to February 28, 2005 are fairly presented, in all material respects, in
conformity with United States generally accepted accounting principles.
/s/GOLDSTEIN GOLUB KESSLER LLP
New York, New York
April 6, 2005, except for Note 13 as to which the date
is May 27, 2005
Pg. F-1
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
February 28, 2005
--------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 753,288
Stock subscription receivable 900,000
Due from related parties 220,959
Prepaid expenses 91,596
Other current assets 41,338
--------------------------------------------------------------------------------
Total current assets 2,007,181
--------------------------------------------------------------------------------
Property and equipment, net 73,518
--------------------------------------------------------------------------------
Other assets:
Intellectual property rights 997,738
Investment 100,000
Security deposit 2,933
Deferred tax asset, net of valuation allowance of $4,787,000 --
--------------------------------------------------------------------------------
1,100,671
--------------------------------------------------------------------------------
$ 3,181,370
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 676,806
Accrued expenses 360,297
Note payable 200,000
Deferred revenue 225,000
--------------------------------------------------------------------------------
Total current liabilities 1,462,103
--------------------------------------------------------------------------------
Stockholders' equity:
Common stock - $.005 par value:
Authorized, 125,000,000 shares
Issued and outstanding, 74,317,832 shares 371,589
Additional paid-in capital 18,982,952
Stock subscription receivable (150,000)
Deficit accumulated during the development stage (17,485,274)
--------------------------------------------------------------------------------
1,719,267
--------------------------------------------------------------------------------
$ 3,181,370
============
See notes to consolidated financial statements
Pg. F-2
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
Period from
August 1,
1968 (date of
Year ended Year ended inception) to
February 28, February 29, February 28,
2005 2004 2005
------------------------------------------------------------------------------------------------------
Revenues:
Development payments $ -- $ 75,000 $ 75,000
------------------------------------------------------------------------------------------------------
Operating expenses:
Research and development 2,629,980 1,240,439 6,305,811
General and administrative 3,337,185 1,911,003 9,373,952
Write-down of intellectual property rights -- -- 530,000
------------------------------------------------------------------------------------------------------
5,967,165 3,151,442 16,209,763
------------------------------------------------------------------------------------------------------
Operating loss (5,967,165) (3,076,442) (16,134,763)
------------------------------------------------------------------------------------------------------
Other income (expense):
Interest expense -- (729,527) (1,730,923)
Interest income 11,869 1,815 58,447
Other income 161,749 85,584 476,408
Other expense -- -- (65,086)
------------------------------------------------------------------------------------------------------
Total other income(expense), net 173,618 (642,128) (1,261,154)
------------------------------------------------------------------------------------------------------
Loss from continuing operations (5,793,547) (3,718,570) (17,395,917)
Loss from discontinued operations -- -- (89,357)
------------------------------------------------------------------------------------------------------
Net loss $ (5,793,547) $ (3,718,570) $(17,485,274)
=====================================================================================================
Loss per common share - basic and diluted $ (0.08) $ (0.08)
===================================================================================
Weighted average shares outstanding 69,263,893 44,017,010
===================================================================================
See notes to consolidated financial statements
Pg. F-3
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
Period from August 1, 1968 (date of inception) to February 28, 2005
--------------------------------------------------------------------------------
Deficit
Accumulated
Additional Stock During the Stockholders'
Number Common Paid-in Subscription Development Equity
of Shares Stock Capital Receivable Stage (Deficiency)
-----------------------------------------------------------------------------------------------------------------------------------
1969 - 14,130 shares issued for
services for $.05 per share 14,130 $ 70 $ 637 $ 707
1970 - 1,405,000 shares issued for
mining rights for $.05 per share 1,405,000 7,025 63,225 70,250
1970 - 55,500 shares issued for
services for $.05 per share 55,500 278 2,497 2,775
1973 - 10,000 shares issued for
services for $.05 per share 10,000 50 450 500
1976 - 500 shares issued for
services for $.05 per share 500 3 22 25
1978 - 12,000 shares issued for
services for $.05 per share 12,000 60 540 600
1980 - 225,000 shares issued for
services for $.05 per share 225,000 1,125 10,125 11,250
1984 - 20,000 shares issued for
services for $.05 per share 20,000 100 900 1,000
1986 - 10,000 shares issued for
services for $.05 per share 10,000 50 450 500
1990 - 10,000 shares issued for
services for $.05 per share 10,000 50 450 500
1993 - 25,000 shares issued for
services for $.05 per share 25,000 125 1,125 1,250
Net loss from inception through
February 28, 1998 (89,357) (89,357)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1998 1,787,130 8,936 80,421 (89,357) --
1999 - 10,000 shares issued for
services for $.05 per share 10,000 50 450 500
1999 - 1,000,000 shares issued for
services for $.005 per share 1,000,000 5,000 5,000
Net loss for the year ended
February 28, 1999 (5,500) (5,500)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1999 2,797,130 13,986 80,871 (94,857) --
2000 - 1,000,200 shares issued
for services for $.005 per share 1,000,200 5,001 5,001
CONTINUED ON FOLLOWING PAGE
Pg. F-4
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
Period from August 1, 1968 (date of inception) to February 28, 2005
--------------------------------------------------------------------------------
Deficit
Accumulated
Additional Stock During the Stockholders'
Number Common Paid-in Subscription Development Equity
of Shares Stock Capital Receivable Stage (Deficiency)
-----------------------------------------------------------------------------------------------------------------------------------
Net loss for the year ended
February 29, 2000 (5,001) (5,001)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 29, 2000 3,797,330 18,987 80,871 (99,858) --
2000 - 250,000 shares issued for
services for $.005 per share 250,000 1,250 1,250
2000 - Expenses paid by stockholder 2,640 2,640
2000 - 10,759,101 shares issued for
acquisition of Antisense
Technology, Inc 10,759,101 53,795 121,205 175,000
2000 - 10,759,101 shares issued for
cash for $.005 per share 10,759,101 53,796 121,204 175,000
Net loss for the year ended
February 28, 2001 (729,130) (729,130)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 2001 25,565,532 127,828 325,920 (828,988) (375,240)
2001 - 2,399,750 shares issued for
cash for $1.00 per share 2,399,750 11,999 2,387,751 2,399,750
2001 - 468,823 shares issued for
interest 468,823 2,344 466,479 468,823
2001 - Redemption of 200,000 shares (200,000) (1,000) (1,000)
2001 - 1,315,334 shares issued upon
conversion of bridge loans at $.75
per share 1,315,334 6,576 979,924 986,500
2001 - Offering costs associated
with share issuances for cash (254,467) (254,467)
2002 - Grant of stock options for
services 702,800 702,800
Net loss for the year ended
February 28, 2002 (3,705,917) (3,705,917)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 2002 29,549,439 147,747 4,608,407 (4,534,905) 221,249
2002 - Shares issued for cash for
$.34 per share 993,886 4,969 337,461 342,430
2002 - Shares issued for cash for
$.15 per share 1,192,874 5,964 167,002 172,966
CONTINUED ON FOLLOWING PAGE
Pg. F-5
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
Period from August 1, 1968 (date of inception) to February 28, 2005
--------------------------------------------------------------------------------
Deficit
Accumulated
Additional Stock During the Stockholders'
Number Common Paid-in Subscription Development Equity
of Shares Stock Capital Receivable Stage (Deficiency)
-----------------------------------------------------------------------------------------------------------------------------------
2002 to 2003 - Shares issued for
cash for $.25 per share 5,541,100 27,706 1,357,569 1,385,275
2002 to 2003 - Shares issued as
commissions on offerings 357,394 1,787 (1,787) --
2002 to 2003 Cash commissions on
offerings (119,488) (119,488)
Offering costs (45,644) (45,644)
Grant of stock options for services 485,000 485,000
Intrinsic value of beneficial
conversion feature of note
payable and MRI liability 800,000 800,000
Net loss for the year ended
February 28, 2003 (3,438,252) (3,438,252)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 2003 37,634,693 188,173 7,588,520 (7,973,157) (196,464)
2003 - Shares issued upon
conversion of related party
loans at $.14 per share 1,268,621 6,343 177,607 183,950
2003 - Shares issued upon
conversion of stockholder loan
plus accrued interest at
$.20 per share 775,000 3,875 151,693 155,568
2003 - Shares issued for cash
pursuant to equity line of credit
at prices from $.11 to $.23
per share 3,325,757 16,629 474,561 491,190
2003 - Shares issued for option
exercises at $.14 per share 3,000,000 15,000 412,847 427,847
2004 - Shares issued for warrant
exercises at $.25 and $.50 per
share 995,940 4,980 327,864 332,844
2004 - Shares issued for cash
pursuant to stock purchase
agreement at prices from
$.15 to $.40 per share 11,000,000 55,000 2,845,000 2,900,000
2004 - Shares issued upon
conversion of related party
loans at $.10 per share 7,945,000 39,725 754,775 794,500
Offering costs (209,528) (209,528)
CONTINUED ON FOLLOWING PAGE
Pg. F-6
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
Period from August 1, 1968 (date of inception) to February 28, 2005
--------------------------------------------------------------------------------
Deficit
Accumulated
Additional Stock During the Stockholders'
Number Common Paid-in Subscription Development Equity
of Shares Stock Capital Receivable Stage (Deficiency)
-----------------------------------------------------------------------------------------------------------------------------------
Grant of stock options for services 565,000 565,000
Intrinsic value of beneficial
conversion feature of line of
credit loans 250,950 250,950
Net loss for the year ended
February 29, 2004 (3,718,570) (3,718,570)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 29, 2004 65,945,011 329,725 13,339,289 (11,691,727) 1,977,287
2004 - Shares issued for option
exercise at $.32 per share 70,000 350 22,050 22,400
2004 - Shares issued for option
exercise at $.50 per share 24,999 125 12,375 12,500
2004 -Shares issued upon exercise
of warrants at $.25 per share 868,700 4,343 212,832 217,175
2004 - Shares issued upon exercise
of warrants at $.50 per share 926,700 4,634 458,716 463,350
2004 - Shares issued upon exercise
warrants at $1.00 per share 108,375 542 107,833 108,375
2004 - Shares issued upon cashless
exercise of warrants 74,047 370 (370) --
2004 - 2005 - Shares issued for
cash pursuant to stock purchase
agreement at prices from
$.60 to $.70 per share 6,000,000 30,000 3,870,000 3,900,000
2005 - Restricted shares issued
in connection with employment
agreements at $1.34 per share 200,000 1,000 267,000 268,000
2005 - Restricted shares issued
in connection with acquisition
of Biophan Europe at $1.34
per share 100,000 500 133,500 134,000
Offering costs (41,998) (41,998)
Grant of stock options for services 201,000 201,000
Section 16(b) short swing profits 400,725 400,725
Stock subscription receivable (150,000) (150,000)
Net loss for the year ended
February 28, 2005 (5,793,547) (5,793,547)
-----------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 2005 74,317,832 $ 371,589 $ 18,982,952 $ (150,000) $(17,485,274) $ 1,719,267
===================================================================================================================================
See notes to consolidated financial statements
Pg. F-7
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
Period from
August 1,
1968 (date of
Year ended Year ended inception) to
February 28, February 29, February 28,
2005 2004 2005
----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (5,793,547) $ (3,718,570) $(17,485,274)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 28,020 23,643 92,193
Realized and unrealized losses on marketable securities -- -- 66,948
Accrued interest on note payable converted to common
stock -- 11,998 11,998
Amortization of interest on convertible notes payable -- 667,617 1,050,950
Write-down of intellectual property rights -- -- 530,000
Amortization of discount on payable to related party -- -- 75,000
Issuance of common stock for services 268,000 -- 369,108
Issuance of common stock for interest -- -- 468,823
Grant of stock options for services 201,000 565,000 1,953,800
Expenses paid by stockholder -- -- 2,640
Changes in operating assets and liabilities, net of effect
of acquisition:
(Increase) decrease in advances receivable -- 10,127 --
(Increase) decrease in due from related parties (186,737) (9,854) (220,959)
(Increase) decrease in prepaid expenses (22,411) 21,738 (91,596)
(Increase) decrease in security deposits -- -- (2,933)
Increase (decrease) in accounts payable and
accrued expenses 405,821 (89,158) 646,548
Increase (decrease) in due to related parties -- (9,401) (43,496)
Increase (decrease) in deferred revenues 225,000 -- 225,000
----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (4,874,854) (2,526,860) (12,351,250)
----------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases of property and equipment (39,302) (21,625) (164,689)
Sales of marketable securities 1,150,000 302,000 2,369,270
Purchase of investment (100,000) -- (100,000)
Cash paid for acquisition of Biophan Europe,
net of cash received of $107,956 (258,874) -- (258,874)
Purchases of marketable securities -- (1,150,000) (2,436,218)
----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 751,824 (869,625) (590,511)
----------------------------------------------------------------------------------------------------------------------
CONTINUED ON FOLLOWING PAGE
Pg. F-8
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
Period from
August 1,
1968 (date of
Year ended Year ended inception) to
February 28, February 29, February 28,
2005 2004 2005
-----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds of bridge loans -- -- 986,500
Loan from stockholder -- -- 143,570
Line of credit borrowing from related party -- 250,950 550,950
Line of credit payments -- (72,500) (72,500)
Net proceeds from sales of capital stock 2,850,000 3,252,200 10,213,849
Proceeds from exercise of options 34,900 427,847 462,747
Proceeds from exercise of warrants 788,900 332,844 1,121,744
Short swing profits 400,725 -- 400,725
Equity placement costs (22,107) (19,891) (112,536)
-----------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 4,052,418 4,171,450 13,695,049
-----------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents (70,612) 774,965 753,288
Cash and cash equivalents at beginning of period 823,900 48,935 --
-----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 753,288 $ 823,900 $ 753,288
=============================================================================================================================
Supplemental schedule of noncash investing and financing activities:
Common stock issued for subscription receivable $ 1,050,000 $ -- $ 1,050,000
=============================================================================================================================
Liabilities assumed in conjunction with acquisition
of a 51% interest in Biophan Europe and certain intellectual
property rights:
Fair value of assets acquired $ 1,105,714
Cash paid (366,830)
Promissory note issued (200,000)
Restricted stock issued (134,000)
Payables incurred (226,500)
------------
Liabilities assumed $ 178,384 $ -- $ 178,384
============
=============================================================================================================================
Acquisition of intellectual property rights $ -- $ -- $ 425,000
=============================================================================================================================
Issuance of common stock upon conversion of
bridge loans $ -- $ 155,568 $ 1,142,068
=============================================================================================================================
Issuance of common stock upon conversion of
related party loans $ -- $ 978,450 $ 978,450
=============================================================================================================================
See notes to consolidated financial statements
Pg. F-9
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Consolidation
The consolidated financial statements include the accounts of Biophan
Technologies, Inc. ("Biophan"), its wholly owned subsidiaries, LTR Antisense
Technology, Inc.("Antisense")and Nanolution, LLC, formerly MRIC Drug Delivery
Systems, LLC, ("Nanolution"), and its majority owned subsidiaries Biophan Europe
GmbH ("Biophan Europe"), formerly aMRIs GmbH, and TE Bio LLC ("TE Bio"),
collectively referred to as the "Company". All significant intercompany accounts
and transactions have been eliminated in consolidation.
Company History
The Company is in the development stage and is expected to remain so for at
least the next twelve months. The Company is developing technologies that make
biomedical devices safe and compatible for use in an MRI (Magnetic Resonance
Imaging) machine.
The Company was incorporated under the laws of the State of Idaho on August 1,
1968. On January 12, 2000, the Company changed its domicile to Nevada by merging
into a Nevada corporation, and on July 19, 2001, changed its name to Biophan
Technologies, Inc.
The Company has not generated any material revenues throughout its history. The
Company's ability to continue in business is dependent upon obtaining sufficient
financing or attaining future profitable operations.
Revenue Recognition
The Company earns and recognizes revenue under development agreements when the
phase of the agreement to which amounts relate is completed and the Company has
no further performance obligation. Completion is determined by the attainment of
specified milestones including a written progress report. Advance fees received
on such agreements are deferred until recognized.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid instruments with an original maturity of three months or less to be cash
equivalents.
Concentration of Credit Risk
The Company maintains cash in bank deposit accounts which, at times, exceed
federally insured limits. The Company has not experienced any losses on these
accounts.
Depreciation
Depreciation of property and equipment is provided by the double declining
balance and straight-line methods over the estimated useful lives of the related
assets. Costs for internally developed intellectual property rights with
indeterminate lives are expensed as incurred.
Pg. F-10
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
Intangible Assets
At each balance sheet date, the Company evaluates the period of amortization of
intangible assets. The factors used in evaluating the period of amortization
include: (i) current operating results, (ii) projected future operating results,
and (iii) any other material factors that affect continuity of the business.
Deferred Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted rates
expected to apply when the differences are expected to be realized. A valuation
allowance is recognized if it is anticipated that some or all of the deferred
tax asset may not be realized.
Loss Per Share
Basic loss per common share is computed by dividing net loss by the weighted-
average number of shares of common stock outstanding during the period. Diluted
loss per common share gives effect to dilutive options, warrants and other
potential common stock outstanding during the period. Potential common stock has
not been included in the computation of diluted loss per share, as the effect
would be antidilutive.
Stock Options
The Company has elected to apply Accounting Principles Board ("APB") Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations in
accounting for its stock options issued to employees (intrinsic value) and has
adopted the disclosure-only provisions of Statement of Financial Accounting
Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation. Had the
Company elected to recognize compensation cost based on the fair value of the
options granted at the grant date as prescribed by SFAS No. 123, the Company's
net loss and loss per common share would have been as follows:
Year ended February 28 2005 2004
-------------------------------------------------------------------------
Net loss - as reported $ (5,793,547) $ (3,718,570)
Add: Stock-based employee compensation
expense included in reported net loss,
net of related tax effects 201,000 118,000
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects (342,000) (241,000)
-------------------------------------------------------------------------
Net loss - pro forma $ (5,934,547) $ (3,841,570)
===============================================================================
Basic and diluted loss
per share - as reported $ (.08) $ (.08)
===============================================================================
Basic and diluted loss
per share - pro forma $ (.08) $ (.08)
===============================================================================
Pg. F-11
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
The Company's assumptions used to calculate the fair values of options issued
during the year ended February 28, 2005 were (i) risk-free interest rates of
4.04% through 4.50%, (ii) expected lives of 5 to 10 years, (iii) expected
volatility of 88% through 150%, and (iv) expected dividends of zero.
The Company's assumptions used to calculate the fair values of options issued
during the year ended February 29, 2004 were (i) risk-free interest rates of
3.17% through 4.38%, (ii) expected lives of 5 to 10 years, (iii) expected
volatility of 160%, and (iv) expected dividends of zero.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates by management. Actual
results could differ from these estimates.
Reclassification
For comparative purposes, certain amounts in the accompanying statement of
operations for fiscal 2004 have been reclassified to conform to the presentation
used for fiscal 2005.
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123R"), which replaces SFAS No. 123 and supersedes APB No.
25. SFAS No. 123R requires that the compensation cost relating to share-based
payment transactions be recognized in financial statements based on alternative
fair value models. The share-based compensation cost will be measured based on
the fair value of the equity or liability instruments issued. Per APB No. 25,
compensation expense was recognized only to the extent the fair value of common
stock exceeded the stock option exercise price at the measurement date. In
addition, the pro forma disclosures previously permitted under SFAS No. 123 no
longer will be an alternative to financial statement recognition. SFAS No. 123R
also requires the benefits of tax deductions in excess of recognized
compensation cost to be reported as a financing cash flow rather than as an
operating cash flow as required under current literature. Under the effective
date provisions included in SFAS No. 123R, the Company would have been required
to implement SFAS No. 123R as of the first interim or annual period that begins
after June 15, 2005. On April 14, 2005, the SEC delayed the effective date which
allows companies to implement SFAS No. 123R at the beginning of the first fiscal
year after June 15, 2005, which would be March 1, 2006 for the Company. The
Company is evaluating the requirements of SFAS No. 123R and expects that the
adoption will have a material impact on the consolidated results of operations
and earnings per share similar to the current pro-forma disclosures under SFAS
No. 123. (see "Stock Options " above).
2. BUSINESS COMBINATIONS
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 primary reason for the acquisition
was the development of an implantable biothermal battery using body heat
gradients to power medical devices. 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. The
results of operations of TE Bio from June 3, 2004 to February 28, 2005 are
included in the accompanying consolidated statement of operations.
TE Bio had no significant assets, liabilities or operations at time of
acquisition.
Pg. F-12
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
On February 24, 2005, the Company entered into an agreement for the purchase of
a 51% ownership interest in aMRIs GmbH, a German company formed November 2004.
Concurrently, aMRIs acquired a 58.4% interest in MR:comp GmbH. The name of aMRIs
was subsequently changed to Biophan Europe GmbH. For accounting purposes, the
acquisition is treated as a purchase as of February 28, 2005. Operating results
of the subsidiary for the period from February 25 through February 28, 2005 were
not material and are not included.
The principal reasons for the acquisition, in addition to obtaining a European
market presence, were to add complementary intellectual property to the
Company's existing technologies, further expertise to its management team, and
additional research and development capabilities. Accordingly, in connection
with the purchase, the Company executed an exclusive license agreement for
certain patents related to the Company's own proprietary technologies in the
area of MRI safety and compatibility, employment agreements with key executives
of aMRIs and agreed to contribute to aMRIs $2,000,000 over four years for
funding specific salaries and research and development expenses.
Total consideration for the 51% interest in aMRIs and for intellectual property
rights was $1,105,714, consisting of the following:
Cash paid $ 132,500
Promissory note issued 200,000
Amount payable in cash 92,500
Amount payable in restricted stock 134,000
Restricted stock issued (100,000 shares) 134,000
Direct acquisition costs 234,330
Liabilities assumed 178,384
----------
Total purchase price $1,105,714
==========
The allocation of the purchase price is as follows:
Intellectual property rights (estimated useful
life of 17 years) $ 927,738
Current assets 176,954
Equipment 1,022
----------
Total $1,105,714
The following summarized pro forma consolidated statement of operations
(unaudited) for the year ended February 28, 2005, assumes the acquisition of
aMRIs as if it had occurred on March 1, 2004:
Operating expenses:
Research and development $ 2,737,038
General and administrative 3,505,300
------------
6,242,338
------------
Operating loss (6,242,338)
Other income 246,745
------------
Net loss $ (5,995,593)
============
Loss per common share-basic
and diluted $ (0.09)
============
Weighted average shares outstanding 69,263,893
============
Pg. F-13
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
3. PREPAID EXPENSES:
Prepaid expenses at February 28, 2005 consist of the following:
Prepaid
royalties $ 25,000
Prepaid legal fees 20,000
Prepaid insurance 23,071
Prepaid supplies 18,125
Other 5,400
-----------------------------------------------------
$ 91,596
=====================================================
4. PROPERTY AND EQUIPMENT:
Property and equipment, at cost, consists of the following:
Depreciation/
Amortization
Period
--------------------------------------------------------------------
Furniture & Equipment $ 66,346 5-7 years
Computers 45,206 5 years
Internet Web site 54,159 7 years
--------------------------------------------------------------------
165,711
Less accumulated depreciation (92,193)
--------------------------------------------------------------------
$ 73,518
==================================================
Depreciation expense for the years ended February 28, 2005 and February 29, 2004
amounted to $28,020 and $23,643, respectively. Depreciation expense for the
period from August 1, 1968 (date of inception) to February 28, 2005 was $92,193.
5. INTELLECTUAL PROPERTY RIGHTS:
Certain intellectual property rights were acquired on December 1, 2000 in
connection with the merger that established the Company in its present form.
Additional intellectual property rights were acquired on February 24, 2005 in
connection with the acquisition of aMRIs GmbH. All such rights encompass the
utilization of new proprietary technology to prevent implantable cardiac
pacemakers and other critical and life-sustaining medical devices from being
affected by MRI and other equipment using magnetic fields, radio waves and
similar forms of electromagnetic interference. Estimated amortization expense
for the next five years is as follows:
Pg. F-14
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
Fiscal year ending February, Amount
---------------------------- ---------
2006 $ 48,000
2007 48,000
2008 48,000
2009 48,000
2010 48,000
6. INVESTMENT:
Represents a 10% investment in common stock of New Scale Technologies, Inc.,
stated at cost.
7. NOTE PAYABLE:
The note payable in the amount of $200,000, bearing interest at 2.74% per annum,
is payable on June 1, 2005 to the previous owners of Biophan Europe GmbH
(formerly aMRIs GmbH). The note was issued on February 24, 2005 as part of the
consideration for the acquisition of a 51% ownership interest in Biophan Europe
GmbH. The carrying amount for the note payable approximates its fair value due
to the short-term nature of the note.
8. STOCKHOLDERS' EQUITY:
On February 5, 2004, the Company entered into a second stock purchase agreement
with SBI Brightline Consulting, LLC ("SBI") that obligates SBI to purchase, upon
the Company's election, up to 17,750,000 shares of common stock for an aggregate
purchase price of $25.0 million. Currently, only 6,000,000 shares covered by the
stock purchase agreement have been registered for resale by SBI under the
Security Act. SBI will not be obligated to purchase the remaining shares covered
by the stock purchase agreement unless and until the Company has registered the
resale of such shares by SBI. During the year ended February 28, 2005, the
Company elected to sell the 6,000,000 shares to SBI for an aggregate of
$3,900,000, of which $2,850,000 had been received as of February 28, 2005 and
$3,750,000 to date.
On February 24, 2005, in connection with the acquisition of Biophan Europe (see
Note 2), 100,000 shares of restricted stock, valued at $134,000, were issued and
fully charged to intellectual property rights in the accompanying consolidated
balance sheet; and in connection with Employment Agreements of the same date,
200,000 shares of restricted stock valued at $268,000 were issued to two key
executives of the German subsidiary company aMRIs GmbH and fully charged to
operating expenses in the accompanying consolidated statement of operations.
During the year ended February 28, 2005, the Company issued 1,903,775 shares of
stock upon the exercise of warrants for total proceeds of $788,900 and issued
74,047 shares upon exercise of cashless warrants. As of February 28, 2005,
warrants to purchase 1,525,029 shares of our common stock were outstanding. The
exercise prices for these warrants range from $.10 per share to $1.00 per share,
and the weighted-average exercise price for all of the outstanding warrants is
$.32 per share. In addition, during the year, 94,999 shares of stock were issued
upon the exercise of options for total proceeds of $34,900.
Additional paid-in capital was further increased by $201,000 of expense related
to stock options issued during the year for services and by $400,725 of profits
from a related company owed pursuant to the "short swing profit" rules of the
Securities Exchange Act of 1934.
Pg. F-15
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
9. COMMITMENTS:
Lease Obligation
The Company is obligated under an operating lease for office space expiring
January 30, 2008. The Company may terminate the lease upon ninety days prior
written notice to the landlord. Following are the minimum future payments under
this lease for the years ending February 28:
2006 $ 60,996
2007 60,996
2008 55,913
---------
$ 177,905
=========
Rent expense charged to operations under this operating lease aggregated $58,546
and $57,899 for the years ended February 28, 2005 and February 29, 2004,
respectively. Rent expense charged to operations for the period from August 1,
1968 (Date of Inception) to February 28, 2005 was $182,433.
Cooperation Agreement
The Company's subsidiary, Biophan Europe, has a cooperation agreement with a
German university to test and further develop coronary stents whereby the
parties provide personnel and know-how. The agreement is for a term of one year
ending May 31, 2006. Biophan Europe is committed to assume costs of the project
up to an amount of approximately $133,000.
License Agreements
The Company is obligated under five license or royalty agreements for patents
that expire at various dates through 2024. These agreements may be terminated by
the Company with 60 days written notice. Aggregate minimum future payments over
the remaining life of the patents under these agreements total $5,777,500.
License/royalty expense charged to operations was $89,880 and $15,000 for the
years ended February 28, 2005 and February 29, 2004, respectively.
Employment Agreements
Biophan has employment agreements with its executive officers that renew
annually unless terminated by either party. Such agreements, which have been
revised from time to time, provide for minimum salary levels, adjusted annually
for cost-of-living changes, as well as for incentive bonuses that are payable if
specified management goals are attained. Biophan Europe has employment
agreements with two key employees that expire on February 24, 2009. These
agreements provide for base salaries, bonuses based on attaining certain
milestones, a restricted stock grant and stock options. The aggregate commitment
for future base salaries at February 28, 2005, excluding bonuses and other
awards, was $520,000.
10. RELATED PARTY TRANSACTIONS:
The Company has affiliations with three entities, Biomed Solutions, LLC
("Biomed"), Technology Innovations, LLC ("TI") and Myotech, LLC ("Myotech"),
that are related by virtue of common management personnel and stock ownership.
During the current year, the Company charged Biomed and Myotech for services of
certain Company personnel and charged Biomed, TI and Myotech for expenses
allocable to and paid on their behalf. The total of these charges was $404,754.
During the year ended February 29, 2004 the Company paid expenses on behalf of
Biomed and TI aggregating $120,081. At February 28, 2005, the combined balances
due from these related parties was $ 220,959. The amounts do not bear interest
and the Company received payment within forty-five days.
During the year ended February 28, 2005, the Company was billed $9,000 for legal
services provided by Bramson & Pressman of which Robert S. Bramson, a director
of the Company, is a partner.
Pg. F-16
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
11. STOCK-BASED COMPENSATION PLAN:
The Company has a stock option plan (the "Plan") which provides for the granting
of nonqualified or incentive stock options ("ISO") to officers, key employees,
non-employee directors and consultants. The Plan authorizes the granting of
options to acquire up to 13,000,000 common shares. ISO grants under the Plan are
exercisable at the market value of the Company's stock on the date of such
grant. Nonqualified option grants under the Plan are exercisable at amounts
determined by the board of directors. All options under the Plan are exercisable
at times as determined by the board of directors, not to exceed 10 years from
the date of grant. Additionally, the Plan provides for the granting of
restricted stock to officers and key employees.
The following table summarizes activity in stock options:
Weighted-
average
Exercise
Options Price
-----------------------------------------------------------------
Outstanding at February 28, 2003 2,489,995 . 48
Granted 4,469,998 .17
Forfeited (90,000) .30
Exercised (3,000,000) .14
-----------------------------------------------------------------
Outstanding at February 29, 2004 3,869,993 .39
Granted 4,149,859 .96
Forfeited -- --
Exercised (94,999) .37
-----------------------------------------------------------------
Outstanding at February 28, 2005 7,924,853 $ .69
=================================================================
Weighted-average fair value of
options granted during the year
ended February 28, 2005 and
February 29, 2004,respectively $ .61 $ .16
=================================================================
Pg. F-17
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
The following table summarizes information about stock options outstanding and
exercisable at February 28, 2005:
Options Outstanding Options Exercisable
---------------------------------------- ------------------------
Weighted
Average Weighted
Remaining Average
Range of Number Contractual Exercise Number Exercise
Exercise Price Outstanding Life Price Exercisable Price
----------------------------------------------------------------------------------------
$ .10 - $.18 1,440,000 8.67 years $ .17 845,000 $ .16
$ .30 - $.43 735,000 6.95 years $ .41 735,000 $ .41
$ .50 - $.95 2,009,994 6.61 years $ .57 1,483,994 $ .54
$ .97- $1.00 3,255,000 8.97 years $ .97 245,000 $ 1.00
$1.18 - $1.26 484,859 9.36 years $ 1.21 67,359 $ 1.19
----------------------------------------------------------------------------------------
$.10 - $1.26 7,924,853 7.94 years $ .69 3,376,353 $ .46
========================================================================================
At February 28, 2005, 5,075,147 shares of common stock were reserved for future
issuance of stock options.
12. INCOME TAXES:
As of February 28, 2005, the Company had net operating loss carryforwards of
approximately $14,080,000 for federal income tax purposes, which expire through
2025.
The reconciliation of income tax computed at the U.S. federal statutory tax
rates to income tax expense is as follows:
Year Ended February 28 and 29, 2005 2004
--------------------------------------------------------------------
Tax benefit at U.S. statutory rates 34 % 34 %
Increase in valuation allowance (34)% (34)%
--------------------------------------------------------------------
-0-% -0-%
====================================================================
Deferred tax asset is comprised of the following:
February 28, 2005
--------------------------------------------------------------------
Net operating loss carryforwards $4,627,000
Write-down of intellectual property rights 160,000
--------------------------------------------------------------------
Total deferred tax asset 4,787,000
Valuation allowance (4,787,000)
--------------------------------------------------------------------
Net deferred tax asset $ -0-
====================================================================
Pg. F-18
BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2005
--------------------------------------------------------------------------------
13. SUBSEQUENT EVENTS:
On May 27, 2005, the previous financing agreement the Company had with SBI
Brightline Consulting, LLC was cancelled and a new agreement was executed with
SBI Brightline XI, LLC. The new agreement provides a $30 million fixed price
financing for up to 10,000,000 shares at prices ranging from $2 to $4 a share.
The sales of stock must be taken in sequential tranches of 1 million shares each
and the financing requires the shares to be registered for sale.
Also on May 27, 2005, the Company entered into an unsecured loan agreement with
Biomed Solutions LLC, a related company, whereby Biomed has agreed to provide a
line of credit facility of up to $2 million. Borrowings under the line bear
interest at 8% per annum and are convertible at 90% of the average closing price
for the 20 trading days preceding the date of borrowings under the line.
Additionally, Biomed will receive pro-rata warrant coverage of up to 500,000
shares, in the event that the facility is fully utilized, with the warrants
priced at 110% of the average closing price for the 20 trading days preceding
the date of execution of the credit agreement.
ITEM 13. EXHIBITS
Exhibit No. Exhibit Description Location
----------- ------------------- --------
2.1 Articles of Merger Incorporated by reference to Exhibit
3.2 to Biophan's Form 10-KSB for the
year ended February 29, 2000 (the "2000
10-KSB")
2.2 Articles of Dissolution Incorporated by reference to Exhibit
3.3 to the 2000 10-KSB
2.3 Exchange Agreement, dated as of December 1, 2000, Incorporated by reference to Exhibit
by and among Biophan, Biomed Solutions, LLC 2.3 to Biophan's Registration Statement
(formerly Biophan, LLC), and LTR Antisense on Form SB-2 (File No. 333-102526) (the
Technology, Inc. "Prior Registration")
2.4 Agreement dated as of February 24, 2005 among Filed herewith
Biophan, aMRIs GmbH, Dr. Michael Friebe,
Tomovation GmbH, Prof. Dr. Andreas Melzer,
Dipl-Ing. Gregor Schaefers, and Dipl. Betriebsw.
Andreas Pieper
3.1 Articles of Incorporation (Nevada) Incorporated by reference to Exhibit
3.1 to the 2000 10-KSB
3.2 Bylaws (Nevada) Incorporated by reference to Exhibit
3.2 to Biophan's Form 10-SB filed on
May 13, 1999.
3.3 Amendment to the Articles of Incorporation Incorporated by reference to Exhibit
3.1(i) to Biophan's Form 8-K, filed
December 15, 2000.
3.4 Amendment to Exchange Agreement Incorporated by reference to Exhibit 2
to Biophan's Form 10-KSB for the year
ended February 28, 2001 and filed as an
exhibit to Form SB-2a on May 1, 2003.
3.5 Certificate of Amendment to Articles of Incorporated by reference to Exhibit
Incorporation 3.1(i) to Biophan's Form 8-K on August
27, 2001.
4.1 Stock Purchase Warrant issued to Biomed Solutions, Incorporated by reference to Exhibit
LLC (formerly Biophan, LLC) dated June 4, 2002 4.1 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
4.2 Stock Purchase Warrant issued to Bonanza Capital Incorporated by reference to Exhibit
Masterfund Ltd. 4.2 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
4.3 Restated Stock Purchase Warrant issued to Biomed Incorporated by reference to Exhibit
Solutions, LLC, dated January 8, 2003 4.3 to Biophan's Form 10-QSB for the
period ended November 30, 2002.
4.4 Stock Purchase Warrant issued to Biomed Solutions, Incorporated by reference to Exhibit
LLC dated November 11, 2002 4.4 to Biophan's Form 10-QSB for the
period ended November 30, 2002.
4.5 Form of Stock Purchase Warrant issued to Incorporated by reference to Exhibit
principals of Carolina Financial Services, for a 4.5 to Biophan's Form 10-QSB for the
total of 121,572 shares period ended November 30, 2002.
4.6 Form of Stock Purchase Warrant to be issued to Incorporated by reference to Exhibit
Carolina Financial services in connection with the 4.6 to Biophan's Form 10-QSB for the
Stock Purchase Agreement with Spectrum Advisors, period ended November 30, 2002.
Ltd
4.7 Form of Stock Purchase Warrant issued to investors Incorporated by reference to Exhibit
in private placement of securities, for a total of 4.7 to Biophan's Form 10-QSB for the
2,770,550 shares period ended November 30, 2002.
4.8 Stock Purchase Warrant issued to SBI USA, LLC Incorporated by reference to Exhibit
4.8 to Biophan's Form 10-QSB for the
period ended November 30, 2002.
4.9 Registration Rights Agreement dated February 10, Filed as an Exhibit to Registration
2004 by and among Biophan Technologies, Inc., Statement filed on February 10, 2004.
Biomed Solutions, LLC and SBI Brightline
Consulting, LLC
4.10 Note and Pledge Agreement dated November 24, 2005 Filed herewith
between Biophan, Tomovation GmbH and Prof. Dr.
Andreas Melzer
4.11 Convertible Promissory Note of Biophan payable Incorporated by reference to Exhibit
to the order of Biomed Solutions, LLC dated June 10.2 to Biophan's Form 10-QSB for the
4, 2002 period ended May 31, 2002
4.12 Stock Purchase Agreement between Biophan and Incorporated by reference to Exhibit
Bonanza Capital Masterfund LTD 10.4 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
4.13 Registration Rights Agreement between Biophan and Incorporated by reference to Exhibit
Bonanza Capital Masterfund LTD 10.6 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
4.14 Stock Purchase Agreement between Biophan and Incorporated by reference to Exhibit
Spectrum Advisors, Ltd. 10.16 to Biophan's Form 10-QSB for the
period ended November 30, 2002.
4.15 Registration Rights Agreement between Biophan and Incorporated by reference to Exhibit
Spectrum Advisors, Ltd. 10.18 to Biophan's Form 10-QSB for the
period ended November 30, 2002.
4.16 First Amendment to Restated Stock Purchase Incorporated by reference to Exhibit
Agreement between Biophan and Spectrum Advisors, 10.27 to Biophan's Form SB-2a on March
Ltd. 14, 2003.
4.17 Stock Purchase Agreement dated October 1, 2003 Filed as Exhibit 10.50 to Biophan's
between Biophan and SBI Brightline Consulting, LLC. Form SB-2 filed on October 9, 2003.
4.18 Stock Purchase Agreement dated February 5, 2004 Filed as Exhibit 10.52 to Registration
between Biophan and SBI Brightline Consulting, LLC. Statement filed on February 10, 2004.
4.19 2001 Stock Option Plan Filed as Exhibit 10.53 to Registration
Statement filed on February 10, 2004.
4.20 Termination of Stock Purchase Agreement between Filed herewith
Biophan and SBI Brightline Consulting, LLC
4.21 Stock Purchase Agreement dated May 27, 2005 Filed herewith
between Biophan and SBI Brightline XI, LLC
4.22 Convertible Promissory Note of Biophan payable to Filed herewith
the order of Biomed Solutions, LLC dated May 27,
2005
4.23 Stock Purchase Warrant issued to Biomed Solutions, Filed herewith
LLC dated May 27, 2005
10.1 Assignment, dated as of December 1, 2000, by and Incorporated by reference to Exhibit
between Biophan and Biomed Solutions, LLC 10.1 to Biophan's Form 8-K, filed
(formerly Biophan, LLC), a New York limited December 15, 2000.
liability company
10.2 Security Agreement, dated as of December 1, 2000, Incorporated by reference to Exhibit
by and between Biophan and Biomed Solutions, LLC 10.2 to Biophan's Form 8-K, filed
(formerly Biophan, LLC), a New York limited December 15, 2000.
liability company
10.3 Transfer Agreement Incorporated by reference to Exhibit
99.1 to Biophan's Form 10-KSB for the
year ended February 28, 2001.
10.4 Amendment to Transfer Agreement Incorporated by reference to Exhibit
99.2 to Biophan's Form 10-KSB for the
year ended February 28, 2001.
10.5 Line of Credit Agreement between Biophan and Incorporated by reference to Exhibit
Biomed Solutions, LLC dated June 4, 2002 10.1 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
10.6 Escrow Agreement between Biophan, Bonanza Capital Incorporated by reference to Exhibit
Masterfund LTD and Boylan, Brown, Code, Vigdor & 10.5 to Biophan's Form 10-QSB for the
Wilson LLP period ended May 31, 2002.
10.7 Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Michael L. Weiner dated December 1, 2000 10.7 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
10.8 Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Jeffrey L. Helfer dated June 6, 2002 10.8 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
10.9 Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Stuart G. MacDonald dated June 6, 2002 10.9 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
10.10 Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
Robert J. Wood dated June 6, 2002 10.10 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
10.11 Financial Accommodations Agreement between Biophan Incorporated by reference to Exhibit
and Bellador (Labuan) Ltd dated July 1, 2002 10.11 to Biophan's Form 10-QSB for the
period ended May 31, 2002.
10.12 Escrow Agreement between Biophan, Spectrum Incorporated by reference to Exhibit
Advisors, Ltd. and Boylan, Brown, Code, Vigdor & 10.17 to Biophan's Form 10-QSB for the
Wilson LLP. period ended November 30, 2002.
10.13 Lease Agreement between Biophan and High Incorporated by reference to Exhibit
Technology of Rochester, Inc. 10.19 to Biophan's Form SB-2a on March
14, 2003.
10.14 Strategic Partnership Agreement between Biophan Incorporated by reference to Exhibit
and UB Business Alliance dated December 10, 2001 10.20 to Biophan's Form SB-2a on March
14, 2003.
10.15 License Agreement between Biophan, Xingwu Wang and Filed as Exhibit 10.50 to Biophan's
Nanoset, LLC dated January 15, 2004 Form SB-2 filed on October 9, 2003.
10.16 Patent License Agreement between Biophan and Incorporated by reference to Exhibit
Deborah D. L. Chung dated April 5, 2002 10.22 to Biophan's Form SB-2a on March
14, 2003.
10.17 License Agreement between Biophan and Johns Incorporated by reference to Exhibit
Hopkins University 10.23 to Biophan's Form SB-2a on March
14, 2003.
10.18 Advisory Agreement between Biophan and SBI USA, Incorporated by reference to Exhibit
LLC dated December 18, 2002 10.24 to Biophan's Form SB-2a on March
14, 2003.
10.19 Development Agreement between Biophan and Alfred Incorporated by reference to Exhibit
University dated February 21, 2002 10.25 to Biophan's Form SB-2a on March
14, 2003.
10.20 Development Agreement between Biophan and Alfred Incorporated by reference to Exhibit
University dated January 24, 2003 10.26 to Biophan's Form SB-2a on March
14, 2003.
10.21 Development Agreement between Biophan and Incorporated by reference to Exhibit
Greatbatch Enterprises, Inc., dated February 28, 10.28 to Biophan's Form SB-2a on May 1,
2001 2003.
10.22 Assignment of Patent No: 60,269,817, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Wilson 10.29 to Biophan's Form SB-2a on May 1,
Greatbatch, Patrick R. Connelly, and Stuart G. 2003.
MacDonald
10.23 Assignment of Patent No: 10,077,988, by and Incorporated by reference to Exhibit
between Biophan and Patrick R. Connelly, Michael 10.30 to Biophan's Form SB-2a on May 1,
L. Weiner, Stuart G. MacDonald, Thomas H. Foster, 2003.
Wilson Greatbatch, and Victor Miller
10.24 Assignment of Patent No: 10,077,836, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Stuart G. 10.31 to Biophan's Form SB-2a on May 1,
MacDonald, and Patrick R. Connelly 2003.
10.25 Assignment of Patent No: 10,077,823, by and Incorporated by reference to Exhibit
between Biophan and Patrick R. Connelly, Michael 10.32 to Biophan's Form SB-2a on May 1,
L. Weiner, Jeffrey L. Helfer , Stuart G. 2003.
MacDonald, and Victor Miller
10.26 Assignment of Patent No: 10,077,978, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.33 to Biophan's Form SB-2a on May 1,
Helfer, Stuart G. MacDonald, Patrick R. Connelly, 2003.
and Victor Miller
10.27 Assignment of Patent No: 10,078,062, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Patrick R. 10.34 to Biophan's Form SB-2a on May 1,
Connelly, Stuart G. MacDonald, Jeffrey L. Helfer, 2003.
Victor Miller
10.28 Assignment of Patent No: 10,077,932, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.35 to Biophan's Form SB-2a on May 1,
Helfer, Patrick R. Connelly, Stuart G. MacDonald, 2003.
and Victor Miller
10.29 Assignment of Patent No: 10,077,887, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.36 to Biophan's Form SB-2a on May 1,
Helfer, Patrick R. Connelly, Stuart G. MacDonald, 2003.
and Victor Miller
10.30 Assignment of Patent No: 10,077,883, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.37 to Biophan's Form SB-2a on May 1,
Helfer, Patrick R. Connelly, Stuart G. MacDonald, 2003.
and Victor Miller
10.31 Assignment of Patent No: 10,077,958, by and Incorporated by reference to Exhibit
between Biophan and Michael L. Weiner, Jeffrey L. 10.38 to Biophan's Form SB-2a on May 1,
Helfer, Patrick R. Connelly, Stuart G. MacDonald, 2003.
and Victor Miller
10.32 Assignment of Patent No: 10,077,888, by and Incorporated by reference to Exhibit
between Biophan and Patrick R. Connelly, Stuart G. 10.39 to Biophan's Form SB-2a on May 1,
MacDonald, and Michael L. Weiner 2003.
10.33 Assignment of Patent No: 60,357,935, by and Incorporated by reference to Exhibit
between Biophan and Jeffrey L. Helfer, Robert W. 10.40 to Biophan's Form SB-2a on May 1,
Gray, and Michael L. Weiner 2003.
10.34 Assignment of Patent No: 10,132,457, by and Incorporated by reference to Exhibit
between Biophan and Stuart G. MacDonald, Jeffrey 10.41 to Biophan's Form SB-2a on May 1,
L. Helfer, and Michael L. Weiner 2003.
10.35 Assignment of Patent No: 09,864,944, by and Incorporated by reference to Exhibit
between Biophan and Wilson Greatbatch, Patrick R. 10.42 to Biophan's Form SB-2a on May 1,
Connelly and Michael L. Weiner 2003.
10.36 Assignment of Patent No: 09,865,049, by and Incorporated by reference to Exhibit
between Biophan and Victor Miller, Wilson 10.43 to Biophan's to Form SB-2a on May
Greatbatch, Patrick R. Connelly and Michael L. 1, 2003.
Weiner
10.37 Assignment of Patent No: 09,885,867, by and Incorporated by reference to Exhibit
between Biophan and Wilson Greatbatch, Patrick R. 10.44 to Biophan's Form SB-2a on May 1,
Connelly and Michael L. Weiner 2003.
10.38 Assignment of Patent No: 09,885,868, by and Incorporated by reference to Exhibit
between Biophan and Victor Miller, Wilson 10.45 to Biophan's Form SB-2a on May 1,
Greatbatch, Patrick R. Connelly and Michael L. 2003.
Weiner
10.39 Assignment of Patent No: 10,283,530, by and Incorporated by reference to Exhibit
between Biophan and Wilson Greatbatch and Michael 10.46 to Biophan's Form SB-2a on May 1,
L. Weiner 2003.
10.40 Assignment of Patent No: 10,369,429, by and Incorporated by reference to Exhibit
between Biophan and Jeffrey L. Helfer, Robert W. 10.47 to Biophan's Form SB-2a on May 1,
Gray, and Michael L. Weiner 2003.
10.41 Assignment of Patent No: 10,162,318, by and Incorporated by reference to Exhibit
between Biophan and Biomed Solutions, LLC 10.48 to Biophan's Form SB-2a on May 1,
2003.
10.42 Strategic Partnership Agreement between Biophan Incorporated by reference to Exhibit
and UB Business Alliance dated May 27, 2003. 10.49 to Biophan's Form SB-2a on July
11, 2003.
10.43 Development Agreement between Biophan and Alfred Filed as Exhibit 10.51 to Biophan's
University dated July 17, 2003 Form SB-2 filed on October 9, 2003.
10.44 Letter Agreement dated August 19, 2002 between Filed as Exhibit 10.54 to Amendment No.
Biomed Solutions, LLC and Biophan 2 to Registration Statement filed on
April 9, 2004.
10.45 Payment Agreement dated June 3, 2004 between Incorporated by reference to Exhibit
Biophan and TE Bio LLC 99.1 to Form 8-K dated June 3, 2004.
10.46 AMP-Biophan License Agreement dated February 24, Incorporated by reference to Exhibit
2005 between Biophan and aMRIs Patent GmbH 10.46 to the 2005 10-KSB.
(Biophan has requested confidential treatment of
certain confidential portions of this Agreement
and has filed this Agreement separately with the
SEC)
10.47 Employment Agreement dated February 24, 2005 among Incorporated by reference to Exhibit
aMRIs GmbH, Dr. Michael Friebe and Biophan 10.47 to the 2005 10-KSB.
10.48 Capital Pledge Agreement dated February 24, 2005 Incorporated by reference to Exhibit
among Biophan, TomoVation GmbH, and Prof. Dr. 10.48 to the 2005 10-KSB.
Andreas Melzer
10.49 * Executive Employment Agreement between Biophan and Incorporated by reference to Exhibit
John F. Lanzafame effective as of September 9, 2004 10.49 to the 2005 10-KSB.
10.50 Line of Credit Agreement dated May 27, 2005 Incorporated by reference to Exhibit
between Biophan and Biomed Solutions, LLC 10.50 to the 2005 10-KSB.
14.1 Code of Ethics for Senior Financial Officers Incorporated by reference to Exhibit
14.1 to the 2005 10-KSB.
21 Subsidiaries Incorporated by reference to Exhibit 21
to the 2005 10-KSB.
23.1 Consent of Goldstein Golub Kessler LLP Filed herewith
23.3 Consent of Frank G. Shellock Incorporated by reference to Exhibit
23.2 to Biophan's Form SB-2a on May 22,
2003.
23.4 Consent of Robert Rubin M.D. Incorporated by reference to Exhibit
23.3 to Biophan's Form SB-2a on May 1,
2003.
31.1 Certification of C.E.O. pursuant to Rule 13a-14(a) Filed herewith
31.2 Certification of C.F.O. pursuant to Rule 13a-14(a) Filed herewith
32.1 Certification of C.E.O. pursuant to Rule Filed herewith
13a-14(b) and 18 U.S.C. Section 1350
32.2 Certification of C.F.O. pursuant to Rule 13a-14(b) Filed herewith
and 18 U.S.C. Section 1350
* Management contract or compensatory plan or arrangement
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BIOPHAN TECHNOLOGIES, INC.
By: \s\ Michael L. Weiner
-----------------------------------
Name: Michael L. Weiner
Title: President, CEO and Director
Dated: February 2, 2006
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
\s\ Michael L. Weiner President, CEO and Director February 2, 2006
----------------------
Michael L. Weiner
\s\ Darryl L. Canfield Vice President, Secretary, February 2, 2006
---------------------- Treasurer and CFO
Darryl L. Canfield (Principal Financial Officer
and Principal Accounting Officer)
\s\ Guenter H. Jaensch Chairman February 2, 2006
----------------------
Guenter H. Jaensch
\s\ Ross B. Kenzie Director February 2, 2006
----------------------
Ross B. Kenzie
\s\ Steven Katz Director February 2, 2006
----------------------
Steven Katz
\s\ Robert S. Bramson Directo February 2, 2006
----------------------
Robert S. Bramson
\s\ Michael Friebe Director February 2, 2006
----------------------
Michael Friebe