UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
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.
(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
(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))
Note:
This Current Report on Form 8-K/A amends the Form 8-K/A filed on May 6, 2005 to
present the revised audit opinions of DHPG Dr. Harzem & Partner KG on the
financial statements of aMRIs GmbH and of MR:Comp GmbH as of and for the period
ended February 23, 2005. These audit opinions have been revised to state that
the audits were conducted in accordance with U.S. generally accepted auditing
standards as required by Item 310 of Regulation S-B and Item 8.A.2 of Form 20-F.
Further, the financial statements have been revised to clarify the beginning and
ending dates of the periods being presented including the dates of inception of
the entities. The financial statements themselves and the notes to the financial
statements did not change.
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 was filed as
Exhibit 99.3 to Current Report on Form 8-K/A dated May 6, 2005 and is
incorporated herein by reference.
(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
2
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: March 23, 2006 /S/ Darryl L. Canfield
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Darryl L. Canfield
CFO, Treasurer, Secretary
(Principal Financial Officer)