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 (Earliest event reported): October 31, 2006
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 5.02 -- Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On October 31, 2006, Ross B. Kenzie resigned as a member of our Board of
Directors. Mr. Kenzie was a member of our Audit Committee and our Compensation
Committee. Mr. Kenzie indicated that his decision to resign was not caused by a
disagreement relating to our operations, policies or practices.
Item 7.01. Regulation FD Disclosure
On November 2, 2006, we issued a press release announcing Mr. Kenzie's
resignation, as reported in Item 5.02 above. A copy of the press release is
filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit Number Description of Exhibit
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99.1 Press Release entitled "Biophan Announces Resignation of Ross
B. Kenzie from Board of Directors" issued by Biophan
Technologies, Inc. on November 2, 2006
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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.
/s/ Darryl L. Canfield
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Date: November 2, 2006 Darryl L. Canfield
Vice-President, Treasurer and
Chief Financial Officer