UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October 17~~February 4, ~~2008~~2009

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BIOPHAN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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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.

~~Andrew~~ Andy Smith, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

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~~ 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 ~~1.02~~ ~~Termination of a Material Definitive Agreement~~8.01.

~~Item 7.01~~Other ~~Regulation FD Disclosure~~Events

~~Item 8~~At the Company’s annual shareholder meeting on September 12, 2008, shareholders were asked to approve a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 800,000,000.01 ~~Other~~The ~~Events~~meeting was adjourned with regard to this proposal until December 1, 2008, and further adjourned until February 4, 2009 (subject for further adjournment by those attending the reconvened meeting) or such earlier date as the Company obtains sufficient votes to approve this proposal. At the reconvened meeting on February 4, 2009, the meeting was further adjourned until February 26, 2009 (subject for further adjournment by those attending the reconvened meeting) or such earlier date as the Company obtains sufficient votes to approve this proposal, and the location of the reconvened meeting was agreed to be the offices of the Company at 15 Schoen Place, Pittsford, New York 14534.

On October 17, 2008, Biophan Technologies, Inc. (the “Company”), gave written notice to Myotech, LLC (“Myotech”) that it had elected to dissolve Myotech and distribute its assets in accordance with the operating agreement for the limited liability company. In connection with this dissolution Myotech will transfer substantially all of its assets to the Company, including the Securities Purchase Agreement (the “Agreement”) between the Company and Myotech. By reason of this transfer, the Company will have no further funding obligations under the Agreement.SIGNATURES

~~The Company~~Pursuant ~~has~~to ~~retained~~the ~~ownership~~requirements of the ~~Myotech~~Securities ~~CSS~~and ~~technology~~Exchange ~~and~~Act ~~remains committed~~of to1934, ~~finding~~the ~~development~~registrant ~~and~~has ~~distribution~~duly ~~partners~~caused ~~that~~this ~~will~~report ~~further the commercialization~~to ofbe signed on its behalf by the ~~technology~~undersigned hereunto duly authorized.

Item 9.01 Exhibits.


	BIOPHAN TECHNOLOGIES, INC.

Dated: February 4, 2009	By:	/s/ JOHN LANZAFAME
	Name:	John Lanzafame
	Title:	Chief Executive Officer

Exhibit Number		Description
10.1		Securities Purchase Agreement, dated October 11, 2006, by and among Biophan Technologies, Inc. and those Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on October 5, 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.

	BIOPHAN TECHNOLOGIES, INC.
Dated: October 23, 2008	By:	/s/ John Lanzafame
		Name: John Lanzafame
		Title: Chief Executive Officer

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