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 (Date of earliest event reported): June 15, 2007
BIOPHAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-26057
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82-0507874
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15
Schoen
Place, Pittsford, New York 14534
(Address
of principal executive offices) (Zip Code)
Copies
to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
N/A
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ]
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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
June
15, 2007, Darryl L. Canfield, the Company's Chief Financial Officer,
Vice-President, Treasurer and Secretary, tendered his resignation from those
positions effective July 6, 2007 to accept another career opportunity. Mr.
Canfield has been full-time Chief Financial Officer, Vice-President and
Treasurer since January 2006.
Subsequent
to the foregoing resignation, the Board of Directors appointed Robert J. Wood
as
interim Chief Financial Officer effective July 6, 2007, until a permanent
successor is selected. Mr. Wood held the positions now being vacated by Mr.
Canfield until his retirement in January 2006. Mr. Wood continued in a part-time
role as a financial consultant to the Company over the past twenty months since
his retirement. He will receive no additional compensation for acting as interim
Chief Financial Officer.
Mr.
Wood
is a Certified Public Accountant with extensive experience in public accounting
and business consulting. He began his career at Price Waterhouse & Co. in
1962 after graduating from St. John Fisher College with a B.B.A. in Accounting.
From 1973 to 2000, he was consecutively owner/partner of Metzger, Wood &
Sokolski, CPAs (through December 1985), Mengel, Metzger, Barr & Co., LLP
(through December 1990), and Wood & Company, CPAs, P.C. (through November
2000), all in Rochester, New York. In December 2000, his practice was acquired
by a regional CPA firm, Eldredge, Fox and Porretti, LLP and he was engaged
in
business consulting until joining Biophan as full-time Chief Financial Officer
in August 2001.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BIOPHAN
TECHNOLOGIES, INC. |
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| Dated:
June 19, 2007 |
By: |
/s/ Darryl
L.
Canfield |
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Name:
Darryl L. Canfield |
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Title:
Chief Financial Officer, Treasurer and
Secretary
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