Edgar Filing: BIOPHAN TECHNOLOGIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:

|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Confidential, For Use of
the Commission Only
(as permitted by
14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12

BIOPHAN TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
(3) (set forth the amount on which the filing fee is calculated
and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:

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BIOPHAN TECHNOLOGIES, INC.
Notice of Special Meeting of Stockholders
to be held on
Tuesday, May 8, 2007
10:00 a.m.
The Lennox Tech Enterprise Center
150 Lucius Gordon Drive
West Henrietta, New York 14586

Dear Stockholder:

You are invited to attend the Special Meeting of the Stockholders of Biophan
Technologies, Inc. (the "Company"), which will be held on Tuesday, May 8, 2007,
at 10:00 a.m. Eastern Daylight Time at the Lennox Tech Enterprise Center, 150
Lucius Gordon Drive, West Henrietta, New York 14586, for the following purposes:

1. To amend the Articles of Incorporation of the Company to increase
the authorized number of shares of Common Stock to 250,000,000
shares as set forth on Annex A.

2. To transact such other business as may properly come before the
meeting.

The foregoing business items are more fully described in the following pages
which are made part of this Notice. Stockholders of record at the close of
business on April 9, 2007 are entitled to notice of, and to vote at, this
meeting and any adjournment thereof. If you will not be attending the meeting,
we request you vote your shares as promptly as possible. You may mark your
votes, date, sign and return the Proxy or voting instruction form in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person, even if he, she or it has already returned a
Proxy.

By order of the Board of Directors,

/s/ Darryl L. Canfield
Darryl L. Canfield
Secretary

Pittsford, New York
April 17, 2007

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS
OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN
PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE.

IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.

--------------------------------------------------------------------------------

BIOPHAN TECHNOLOGIES, INC.
15 Schoen Place
Pittsford, New York 14534
(585) 267-4800
----------

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
----------

The accompanying proxy is solicited by the Board of Directors on behalf of
Biophan Technologies, Inc., a Nevada corporation, for use at the Special Meeting
of Stockholders to be held on Tuesday, May 8, 2007 at 10:00 a.m. Eastern
Daylight Time, or any adjournment thereof, for the purposes set forth in the
accompanying Notice of Special Meeting. This meeting will be held at the Lennox
Tech Enterprise Center, 150 Lucius Gordon Drive, West Henrietta, New York 14586.
The date of this Proxy Statement is April 13, 2007, the approximate date on
which this Proxy Statement and the accompanying form of proxy were first sent or
given to stockholders entitled to vote at the Special Meeting.

GENERAL

Record Date and Voting Securities

Only stockholders of record as of the close of business on April 9, 2007 (the
"Record Date") will be entitled to vote at the meeting and any adjournment
thereof. As of April 9, 2007, there were 83,431,699 shares of Common Stock of
the Company issued and outstanding; these are our only outstanding voting
securities. Each stockholder is entitled to one vote for each share of Common
Stock held. A majority of all of the shares of the stock entitled to vote,
whether present in person or represented by proxy, shall constitute a quorum for
the transaction of business at the meeting.

Solicitation of Proxies

The cost of soliciting proxies will be borne by the Company. The Company will
solicit stockholders by mail through its regular employees and will request
banks and brokers, and other custodians, nominees and fiduciaries, to solicit
their customers who have Common Stock of the Company registered in the names of
such persons and will reimburse them for their reasonable, out-of-pocket costs.
In addition, the Company may use the services of its officers, directors, and
others to solicit proxies, personally or by telephone, without additional
compensation. The Company has engaged the services of Morrow & Co., Inc. to
assist in the solicitation of proxies. Employees and agents of Morrow & Co.,
Inc. will solicit proxies, and will request beneficial owners of our Common
Stock to instruct the their banks, brokers, and other custodians, nominees and
fiduciaries to deliver proxies, using the mails, telephone and other means of
electronic communication. The fees and out-of-pocket expenses of Morrow & Co.,
Inc. will be borne by the Company.

Voting of Proxies

All valid proxies received prior to the meeting will be voted. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of the proxy a choice with respect to any matter to be acted upon, the shares
will be voted in accordance with the specification so made. If no choice is
indicated on the proxy, the shares will be voted in favor of the proposal. A
stockholder giving a proxy has the power to revoke his or her proxy, at any time
prior to the time it is voted, by delivery to the Secretary of the Company of a
written instrument revoking the proxy or a duly executed proxy with a later
date, or by attending the meeting and voting in person.

Revocability of Proxies

Any person giving a proxy in response to this solicitation has the power to
revoke it at any time before it is voted. Proxies may be revoked by either of
the following actions:

1. Filing a written notice of revocation with the Secretary of the
Company at 15 Schoen Place, Pittsford, New York 14534; or

2. Attending the meeting and voting in person (attendance at the
meeting will not, by itself, revoke a proxy).

No Dissenters' Rights

Pursuant to the Nevada Revised Statutes, the holders of the Company's Common
Stock are not entitled to dissenters' rights in connection with the action
proposed by the Company herein. Furthermore, the Company does not intend
voluntarily to provide dissenting stockholders with any such rights.

Quorum

The required quorum for the transaction of business at the Special Meeting is a
majority of the votes eligible to be cast by holders of shares of Common Stock
issued and outstanding on the Record Date. On the Record Date, there were
83,431,699 shares of Common Stock issued and outstanding; consequently, the
presence in person or by proxy of the holders of at least 41,715,850 shares will
be necessary to establish a quorum. Shares that are voted "FOR," "AGAINST" or
"ABSTAIN," on a matter are treated as being present at the meeting for purposes
of establishing a quorum.

Broker Non-Votes

Under the rules that govern brokers who have record ownership of shares that are
held in "street name" for their clients who are the beneficial owners of the
shares, brokers do not have discretion to vote these shares on non-routine
matters. The proposal to be voted on at this Special Meeting is a non-routine
matter. Thus, if you do not otherwise instruct your broker, the broker may turn
in a proxy card expressly instructing that the broker is NOT voting on
non-routine matters. Broker non-votes are counted for the purpose of determining
the presence or absence of a quorum but are not counted for determining the
number of votes cast for or against a proposal.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set forth below, none of the following persons has any substantial or
material interest, directly or indirectly, by way of beneficial ownership of
securities or otherwise, in any matter to be acted on at the special meeting,
except as described herein.

1. Each person who has been one of our directors or executive officers
at any time since the beginning of our last fiscal year; or

2. Any affiliate or associate of any of the foregoing persons.

Our affiliate, Biomed Solutions, LLC, has provided us with a $5,000,000 line of
credit pursuant to a Line of Credit Agreement dated January 24, 2007 (as
amended, the "Line of Credit Agreement"). Amounts borrowed bear interest at the
rate of 8% per annum and are convertible into shares of our Common Stock at the
rate of $0.67 per share. Biomed's obligation to lend to us under the Line of
Credit Agreement expires on June 30, 2007, on which date the entire amount
borrowed by us (and not converted into shares of our Common Stock) becomes due
and payable. The balance of borrowings on the line of credit was $3,930,000 at
March 31, 2007. Our CEO, Michael L. Weiner, is the Manager and, indirectly, a
24.3% beneficial owner of Biomed.

On October 11, 2006, in connection with the Securities Purchase Agreement dated
October 11, 2006 described below, we entered into a Subordination and Standstill
Agreement (the "Subordination Agreement") with Biomed and the investors who are
parties to the Securities Purchase Agreement, pursuant to which Biomed agreed,
among other things, to convert the entire outstanding amount of principal and
interest due under the Line of Credit Agreement in excess of $700,000 into
shares of our Common Stock upon the effectiveness of the amendment to our
Articles of Incorporation that is proposed for consideration at this Special
Meeting.

EFFECTIVE DATE

If approved at the Special Meeting, the action described herein will be
effective immediately upon filing Articles of Amendment with the Secretary of
State of Nevada as described herein.

--------------------------------------------------------------------------------

PROPOSAL NO. 1

AMEND THE ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
TO TWO HUNDRED FIFTY MILLION (250,000,000) SHARES

Our Articles of Incorporation, as amended, currently authorize the Company to
issue 125,000,000 shares of Common Stock, par value $0.005 per share. The
Company proposes to amend the Articles of Incorporation to authorize 250,000,000
shares of Common Stock. The additional authorized shares would be a part of the
existing class of Common Stock and, if and when issued, would have the same
rights and privileges as the shares of Common Stock now issued and outstanding.

We propose to amend only Article 3 of our Articles of Incorporation and only (i)
to change the number of authorized shares of Common Stock and (ii) to clarify
the authority of our Board of Directors to issue such shares without further
action by the stockholders. If amended, Article 3 of the Company's Articles of
Incorporation shall read as follows:

"3. The aggregate number of shares which the corporation shall have
authority to issue shall consist of 250,000,000 shares of Common Stock having a
par value of $0.005 per share. The Common Stock of the Company may be issued
from time to time without prior approval by the stockholders. The Common Stock
may be issued for such consideration as may be fixed from time to time by the
Board of Directors."

The proposed amendment to the Company's Articles of Incorporation is attached
hereto as Annex A.

Other than as described herein, the Company has no present commitments,
agreements, or intent to issue additional shares of Common Stock, other than
with respect to currently reserved shares, in connection with transactions in
the ordinary course of our business, or shares which may be issued under our
stock option, stock purchase, and other existing employee benefit plans, or in
connection with currently outstanding options and warrants exercisable for
shares of our Common Stock.

The Board of Directors believes it is desirable to increase the number of shares
of Common Stock the Company is authorized to issue to provide the Company with
adequate flexibility in the future to be able to consider certain corporate
opportunities that may arise and would require that we have sufficient available
shares to enter into such corporate opportunities that may include, among other
things, equity financing, acquisition transactions or strategic relationships.

We are proposing this amendment in compliance with an obligation we undertook in
a Securities Purchase Agreement dated October 11, 2006 (the "Securities Purchase
Agreement") with ten private investors, pursuant to which we issued to the
investors (i) an aggregate $7,250,000 face amount of Senior Secured Convertible
Notes (the "Notes"), (ii) one-year warrants to purchase an aggregate of
10,820,896 shares of our Common Stock at a price of $0.67 per share and (iii)
two series of five-year warrants which currently permit the investors to
purchase an aggregate of 18,034,830 shares of our Common Stock at an exercise
price of $0.51 per share. If the investors elect to exercise the one-year
warrants, they will also receive additional five-year warrants to purchase
shares of our Common Stock equal to the number of shares purchased under the
one-year warrants, with 50% of the additional warrants having an exercise price
of $0.81 per share, and the remaining 50% of the additional five-year warrants
having an exercise price of $0.89 per share. All of the warrants contain
anti-dilution protection that will should we issue equity or equity-linked
securities at a price per common share below the then-effective exercise price,
automatically adjust the exercise price to the price at which we issue such
equity or equity-linked securities.

The Company does not currently have enough shares of Common Stock authorized to
permit the full exercise of all issued and outstanding warrants or the full
conversion of convertible instruments currently outstanding. To that end, we
committed in the Securities Purchase Agreement to call the special meeting of
stockholders to which this proxy statement relates and to propose to our
stockholders an amendment to our Articles of Incorporation increasing the number
of authorized shares of Common Stock. Under the Securities Purchase Agreement,
we incurred a penalty to the holders of the Notes in an amount equal to 1% of
the outstanding balance of the Notes ($72,000) on February 9, 2007 because the
amendment had not yet been adopted, and we will continue to incur an additional
penalty in that amount monthly until the amendment is adopted.

The proposed amendment to Article 3 of our Articles of Incorporation would
permit the issuance of additional shares of Common Stock up to the new
250,000,000 maximum authorization without further action or authorization by
stockholders (except as may be required in a specific case by law or by the
rules of any exchange or quotation service that may in the future be applicable
to the Company). The Board believes it is prudent for the Company to have this
flexibility. However, the issuance of additional shares of Common Stock would
dilute the ownership and voting rights of existing stockholders. The
availability for issuance of additional shares of Common Stock could discourage,
or make more difficult, efforts to obtain control of the Company. For example,
the issuance of shares of Common Stock in a public or private sale, merger, or
similar transaction would increase the number of outstanding shares, thereby
possibly diluting the interest of a party attempting to obtain control of the
Company. The Company is not aware of any pending or threatened efforts to
acquire control of the Company.

Vote Required

Approval of the proposal to amend our Articles of Incorporation will require the
affirmative vote of the holders of at least a majority of the shares of Common
Stock outstanding on the Record Date, or 41,715,850 shares.

Recommendation of our Board of Directors

On March 30, 2007, our Board of Directors approved the amendment to Article 3 of
our Articles of Incorporation to bring the total number of authorized shares of
Common Stock to 250,000,000, as set forth in Annex A. The directors also
directed that the amendment be submitted to the Company's stockholders for
approval as required by the Nevada Revised Statutes.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL 1.

YOUR VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE

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MANAGEMENT INFORMATION

The following table sets forth information regarding our current directors and
principal executive officers.

Director or Officer
Name Age Position Position Held Since:
--------------------------------------------------------------------------------------------------------------------

Guenter H. Jaensch 68 Director and Chairman of the Board 2002
--------------------------------------------------------------------------------------------------------------------
Michael L. Weiner 59 Director, Chief Executive Officer and President 2000
--------------------------------------------------------------------------------------------------------------------
Theodore A. Greenberg 47 Director 2006
--------------------------------------------------------------------------------------------------------------------
Bonita L. Labosky 64 Director 2007
--------------------------------------------------------------------------------------------------------------------
Stan Yakatan 63 Director 2006
--------------------------------------------------------------------------------------------------------------------
John F. Lanzafame 39 Chief Operating Officer and Vice-President - 2004
Business Development
--------------------------------------------------------------------------------------------------------------------
Darryl L. Canfield 60 Vice-President, Treasurer, Secretary and Chief 2006
Financial Officer
--------------------------------------------------------------------------------------------------------------------
Stuart G. MacDonald 57 Vice-President - Research and Development 2001
--------------------------------------------------------------------------------------------------------------------
Jeffrey L. Helfer 54 Vice-President - Engineering 2001
--------------------------------------------------------------------------------------------------------------------

VOTING SECURITIES

As of April 9, 2007, the Record Date, 83,431,699 shares of the Company's Common
Stock were issued and outstanding. Each holder of Common Stock is entitled to
one vote for each share held by such holder.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership information of our
Common Stock at April 9, 2007, for:

o each person known to us to be the beneficial owner of more than 5%
of our Common Stock;

o each of our executive officers;

o each of our directors; and

o all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC.
Except as indicated by the footnotes below, we believe, based on the information
furnished to us, that the persons and entities named in the table below have
sole voting and investment power with respect to all shares of Common Stock
reflected as beneficially owned. We have based our calculation of the percentage
of beneficial ownership on 83,431,699 shares of Common Stock outstanding on
April 9, 2007.

In computing the number of shares of Common Stock beneficially owned by a person
and the percentage ownership of that person, we deemed outstanding shares of
Common Stock subject to options or warrants held by that person that are
currently exercisable or exercisable within 60 days of April 9, 2007. We did not
deem these shares outstanding, however, for the purpose of computing the
percentage ownership of any other person. Beneficial ownership representing less
than 1% is denoted with an asterisk (*).

---------------------------------------------------- -------------------------------------------------------
Shares Beneficially Owned
---------------------------------------------------- ----------------------------- -------------------------
Beneficial Owner Number Percent
---------------------------------------------------- ----------------------------- -------------------------

Guenter H. Jaensch 1,077,500 (1) 1.28%
16065 Bristol Isle Way
Delray Beach, FL 33446
---------------------------------------------------- ----------------------------- -------------------------
Michael L. Weiner 15,480,454 (2) 16.6%
693 Summit Drive
Webster, NY 14580
---------------------------------------------------- ----------------------------- -------------------------
Theodore A. Greenberg 0 *
530 F Grand Street
New York, NY 10002
---------------------------------------------------- ----------------------------- -------------------------
Bonita L. Labosky 0 *
3067 East Lake Road
Skaneateles, NY 13152
---------------------------------------------------- ----------------------------- -------------------------
Stan Yakatan 10,000 *
245 33rd Street
Hermosa Beach, CA 90254
---------------------------------------------------- ----------------------------- -------------------------
Jeffrey H. Helfer 5,818,780 (4) 6.91%
4 Highland Green
Victor, NY 14564
---------------------------------------------------- ----------------------------- -------------------------
Stuart G. MacDonald 5,778,080 (5) 6.86%
4663 East Lake Road
Pultneyville, NY 14538
---------------------------------------------------- ----------------------------- -------------------------
John F. Lanzafame 519,500 (3) *
10 Alameda Drive
Fairport, NY 14450
---------------------------------------------------- ----------------------------- -------------------------
Darryl L. Canfield 300,000 (3) *
32 Merryhill Lane
Pittsford, NY 14534
---------------------------------------------------- ----------------------------- -------------------------
Biomed Solutions, LLC 8,449,369 (6) 9.26%
15 Schoen Place
Pittsford, NY 14534
---------------------------------------------------- ----------------------------- -------------------------
Myotech, LLC 4,923,080 5.90%
15 Schoen Place
Pittsford, NY 14534
---------------------------------------------------- ----------------------------- -------------------------
Technology Innovations, LLC 8,750,013 (7) 9.59%
15 Schoen Place
Pittsford, NY 14534
---------------------------------------------------- ----------------------------- -------------------------
All Directors and Executive Officers as a Group 18,917,454 (8) 19.74%
(9 persons)
---------------------------------------------------- ----------------------------- -------------------------

(1) Includes 627,000 shares issuable upon exercise of currently-exercisable
options. Also includes 225,000 shares owned by Dr. Jaensch's wife; Dr. Jaensch
disclaims beneficial ownership of the shares held by his wife.

(2) Includes (i) 656,756 shares owned by Biomed Solutions, LLC and an aggregate
of 7,792,613 shares issuable to Biomed Solutions, LLC upon exercise of
currently-exercisable warrants and conversion of outstanding convertible
promissory notes, (ii) 4,923,080 shares owned by Myotech, LLC, and (iii) 300,644
shares owned by Technology Innovations, LLC. Mr. Weiner is deemed to have voting
and investment control over these shares by reason of his status as Manager of
Biomed Solutions, LLC and Technology Innovations LLC and as a member of the
Board of Directors of Myotech, LLC; he disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest in Biomed Solutions, LLC,
Technology Innovations LLC and Myotech, LLC. Also includes 1,600,000 shares
issuable upon exercise of currently-exercisable options held by Mr. Weiner.

(3) Issuable upon exercise of currently-exercisable options.

(4) Includes 4,923,080 shares owned by Myotech, LLC. Mr. Helfer is deemed to
have voting and investment control over these shares by reason of his status as
a member of the Board of Directors of Myotech, LLC; he disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest in
Myotech, LLC. Also includes 765,000 shares issuable upon exercise of
currently-exercisable options held by Mr. Helfer.

(5) Includes 4,923,080 shares owned by Myotech, LLC. Mr. MacDonald is deemed to
have voting and investment control over these shares by reason of his status as
a member of the Board of Directors of Myotech, LLC; he disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest in
Myotech, LLC. Also includes 765,000 shares issuable upon exercise of
currently-exercisable options held by Mr. MacDonald.

(6) Includes 7,792,613 shares issuable upon exercise of currently-exercisable
warrants and conversion of outstanding convertible promissory notes.

(7) Includes (i) 656,756 shares owned by Biomed Solutions, LLC and (ii)
7,792,613 shares issuable to Biomed Solutions, LLC upon exercise of
currently-exercisable warrants and conversion of outstanding convertible
promissory notes. Technology Innovations, LLC is the beneficial owner of
approximately 57% of the outstanding membership interests of Biomed Solutions,
LLC; it disclaims ownership of these shares except to the extent of its
pecuniary interest in Biomed Solutions, LLC.

(8) Includes shares issuable upon exercise of options and warrants and
conversion of convertible promissory notes, as described in notes 1 through 7
above. Also includes shares as to which beneficial ownership is disclaimed, as
described in notes 1, 2, 4, 5 and 7 above.

Changes in Control.

Our management is not aware of any arrangements which may result in "changes in
control" as that term is defined by the provisions of Item 403(c) of Regulation
S-K.

TRANSACTION OF OTHER BUSINESS

At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present, is as set forth
above. If any other matters are properly brought before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their best judgment.

By Order of the Board of Directors

/s/ Guenter H. Jaensch
-----------------------------------------
Guenter H. Jaensch, Chairman of the Board

April 17, 2007

WHERE YOU CAN FIND MORE INFORMATION

The Company files reports, proxy statements and other information with the SEC
under the Securities Exchange Act of 1934. You can read our SEC filings over the
internet at the SEC's website, www.sec.gov. You can also read and copy our SEC
filings at the SEC's public reference room at 100 F. Street, N.E., Room 1580,
Washington, D.C. 20549. You may obtain copies of our filings by mail from
the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.
20549, at prescribed rates. Further information on the operation of the SEC's
public reference facilities in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.

THIS PROXY STATEMENT IS DATED APRIL 17, 2007. YOU SHOULD NOT ASSUME THAT
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN SUCH DATE, AND THE MAILING OF THIS PROXY STATEMENT TO THE
COMPANY STOCKHOLDERS SHALL NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A

Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)

Certificate of Amendment to Articles of Incorporation
For Nevada Profit corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation: Biophan Technologies, Inc.

2. The articles have been amended as follows (provide article numbers, if
available):

Article 3 is amended to read in its entirety as follows:

3. The vote by which the stockholders holding such shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the * articles
of incorporation have voted in favor of the amendment is: ____%.

4. Effective date of filing (optional): _______________________________________
(must not be later than 90 days after the certificate is filed)

5. Officer Signature (required):_______________________________________________

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

Proxy Card

BIOPHAN TECHNOLOGIES, INC.

PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
TUESDAY, MAY 8, 2007 AT 10:00 A.M.
THE LENNOX TECH ENTERPRISE CENTER
150 LUCIUS GORDON DRIVE,
WEST HENRIETTA, NEW YORK 14586

The undersigned hereby appoints Michael L. Weiner and Darryl L. Canfield, and
each of them, as proxies for the undersigned, each with full power of
substitution, to represent the undersigned and to vote all shares of Common
Stock of Biophan Technologies, Inc. (the "Company") that the undersigned is
entitled to vote in the manner indicated on the reverse side hereof, and with
discretionary authority as to any matters that may properly come before our
Special Meeting of Stockholders to be held on Tuesday, May 8, 2007, and at any
and all adjournments thereof, as set forth under the heading "Transaction of
Other Business" in the accompanying proxy statement. IF NO OTHER INDICATION IS
MADE, AT THE MEETING AND AT ANY AND ALL ADJOURNMENTS THEREOF, THE PROXY HOLDERS
WILL VOTE FOR THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 250,000,000 SHARES.

IF YOU PLAN TO ATTEND THE MEETING AND YOUR SHARES ARE HELD IN THE NAME OF A
BROKER OR OTHER NOMINEE, PLEASE BRING A STATEMENT OR LETTER FROM THE BROKER OR
NOMINEE CONFIRMING YOUR OWNERSHIP OF SHARES.

PLEASE MARK YOUR VOTE LIKE THIS. [X]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.

1. INCREASE AUTHORIZED SHARES OF COMMON STOCK TO TWO HUNDRED FIFTY
MILLION (250,000,000) SHARES

[ ] FOR [ ]AGAINST [ ] ABSTAIN

2. TRANSACT ANY OTHER BUSINESS THAT IS PROPERLY PRESENTED AT THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

I PLAN TO ATTEND THE SPECIAL MEETING OF STOCKHOLDERS. [Y] [N]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED AS
DIRECTED THEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Dated: ______________________, 2007

---------------------------- -----------------------------
Signature Signature (Joint Owner)

NOTE: Please sign exactly as your name(s) appear(s) on your stock
certificate. If shares of stock stand of record in the names of two or more
persons or in the name of husband and wife, whether as joint tenants or
otherwise, both or all of such persons should sign the proxy. If shares of stock
are held of record by a corporation, the proxy should be executed by the
president or vice president and the secretary or assistant secretary. Executors,
administrators or other fiduciaries who execute the above proxy for a
stockholder should give their full title. Please date the proxy.