Unassociated Document
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): September 10, 2007
BIOPHAN
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-26057
|
82-0507874
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
4.01. Changes in Registrant's Certifying Accountant.
On
September
10, 2007, Biophan Technologies, Inc. dismissed Goldstein Golub Kessler LLP
as
its principal independent accountants. Effective September 10, 2007, we engaged
Freed Maxick & Battaglia, CPAs, PC as our new principal independent
accountants. Our Board of Directors has approved the dismissal of Goldstein
Golub Kessler LLP and the appointment of Freed Maxick & Battaglia, CPAs, PC
as our new principal independent accountants.
From
the date
of Goldstein Golub Kessler LLP's appointment through the date of their dismissal
on September 10, 2007, there were no disagreements between our company and
Goldstein Golub Kessler LLP on any matter listed under Item 304 Section
(a)(1)(iv) A to E of Regulation S-B, including accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of Goldstein Golub Kessler LLP would have
caused Goldstein Golub Kessler LLP to make reference to the matter in their
reports on our financial statements.
No
accountant's report issued by Goldstein Golub Kessler LLP on the financial
statements
of Biophan Technologies, Inc. for either of the past two fiscal years or
any
subsequent interim period contained an adverse opinion or a disclaimer
of
opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles,
except for
the
following:
a)
an
explanatory paragraph was included in Goldstein Golub Kessler LLP's report
dated
May
4, 2007 regarding Biophan Technologies, Inc. ability to continue as a going
concern
as referenced to Note 2 of its financial statements for the year ended
February
28,
2007.
b)
Biophan
Techologies, Inc.'s financial statements at February 28, 2006 and for the
year
then
ended were restated and a paragraph noting this restatement was included
in
Goldstein
Golub Kessler LLP's report dated April 26, 2006, except for Note 8 as to
which
the
date was May 12, 2006 and Note 7 as to which the date was January 23, 2007.
In
addition, Goldstein Golub Kessler's report dated January 23, 2007 (as restated)
on the effectiveness
of the Biophan Technologies, Inc.'s internal control over financial reporting
as
of
February 28, 2006, based on criteria established in Internal Control
-
Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
expressed an adverse opinion thereon.
Prior
to
engaging Freed Maxick & Battaglia, CPAs, PC, we did not consult Freed Maxick
& Battaglia, CPAs, PC regarding either:
| 1. |
the
application of accounting principles to any specified transaction,
either
completed or proposed, or the type of audit opinion that might be
rendered
our financial statements, and neither a written report was provided
to our
company nor oral advice was provided that Freed Maxick & Battaglia,
CPAs, PC concluded was an important factor considered by our company
in
reaching a decision as to the accounting, auditing or financial reporting
issue; or
|
| 2. |
any
matter that was either subject of disagreement or event, as defined
in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction
to
Item 304 of Regulation S-B, or a reportable event, as that term is
explained in Item 304(a)(1)(iv)(A) of Regulation
S-B.
|
Prior
to
engaging Freed Maxick & Battaglia, CPAs, PC, Freed Maxick & Battaglia,
CPAs, PC has not provided our company with either written or oral advice that
was an important factor considered by our company in reaching a decision to
change our company's new principal independent accountants from Goldstein Golub
Kessler LLP to Freed Maxick & Battaglia, CPAs, PC.
We
provided
Goldstein Golub Kessler LLP with a copy of this Current Report on Form 8-K
on
September 12, 2007, prior to its filing with the SEC, and requested that they
furnish us with a letter addressed to the SEC stating whether they agree with
the statements made in this Current Report on Form 8-K, and if not, stating
the
aspects with which they do not agree. A copy of the letter provided by Goldstein
Golub Kessler LLP, dated September 13, 2007, is attached to this Form 8-K as
an
exhibit.
ITEM
9.01 Financial
Statements and Exhibits
|
Exhibit
Number
|
|
Description
|
|
16.1
|
|
Letter
from Goldstein Golub Kessler LLP, dated September 13,
2007.
|
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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|
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BIOPHAN TECHNOLOGIES, INC. |
| |
|
|
| Dated:
September 13, 2007 |
|
By:
/s/
Robert J. Wood |
| |
Name:
Robert J. Wood |
| |
Title:
Interim Chief Financial Officer |