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 (Date of earliest event reported): ~~February~~October 117, 2008

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~~Andrew ~~Goldfeder~~Smith, Esq.

Sichenzia Ross Friedman Ference LLP

~~1065~~61 ~~Avenue of the Americas~~Broadway

New York, New York ~~10018~~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 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 51.02 ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnItem ~~February 1, 2008, our Board of Directors agreed to expand our Board of Directors and appointed John F~~7.01 ~~Lanzafame,~~Regulation ~~our current Chief Executive Officer, Travis~~FD E. Baugh and Harold Gubnitsky as members of the Board of Directors. Furthermore, at a meeting of the executive committee of the Board of Directors on February 1, 2008, Stan Yakatan, a current member of our Board of Directors, was elected to the position of Chairman of the Board.Disclosure

~~John~~Item F8.01 ~~Lanzafame joined Biophan~~Other ~~in 2004 and has served as interim Chief Executive Officer since September 2007, and previously served as Chief Operating Officer since 2006~~Events. He leads operations and business development for the Company. He has served as Vice President- Business Development and President of Nanolution, LLC, the drug delivery division of Biophan. From 1989 to 2004, Mr. Lanzafame was employed by STS Biopolymers, Inc., a privately held medical device company that marketed high performance polymer-based coatings for the medical device industry, including drug eluting surfaces for devices such as coronary stents and indwelling catheters, serving in a variety of positions from 1989 to 2003 and as President beginning in 2003. Mr. Lanzafame left STS Biopolymers in 2004, following sale of the company to Angiotech Pharmaceuticals. Mr. Lanzafame is a member of the Board of Directors of NaturalNano, Inc.

~~Travis~~On E.October ~~Baugh is~~17, ~~the founder~~2008, ~~President~~Biophan ~~and CEO of Lifecap Resources~~Technologies, ~~a consulting group providing early-stage life science companies with strategic expertise~~Inc. ~~Mr.~~(the ~~Baugh served as Executive Vice President and Chief Financial Officer of Micromed Cardiovascular~~“Company”), ~~Inc.~~ ~~from~~gave ~~1995 through 2005 and as its President and Chief Executive Officer~~written ~~from~~notice ~~January~~to ~~2005~~Myotech, ~~through~~LLC ~~September~~(“Myotech”) ~~2006.~~that ~~From~~it ~~MicroMed~~had ~~Technology’s~~elected ~~inception in 1995~~ to ~~March 2003,~~dissolve ~~Mr. Baugh~~Myotech ~~served as a Director~~ and ~~also served~~ asdistribute its ~~Senior~~assets ~~Vice~~in ~~President~~accordance ~~from~~with ~~its~~the ~~inception~~operating toagreement ~~October 2003.~~for ~~From~~the ~~1991~~limited toliability ~~1994, Mr~~company. ~~Baugh~~ ~~served~~In asconnection ~~Senior~~with ~~Vice~~this ~~President~~dissolution ~~and~~Myotech ~~Chief~~will ~~Financial~~transfer ~~Officer~~substantially all of ~~Grasso~~its ~~Corporation,~~assets ato ~~publicly~~the ~~traded company~~Company, ~~where~~including ~~he also directly managed~~ the ~~activities of Medic Systems, a division of Grasso that provided~~Securities ~~remote~~Purchase ~~paramedical~~Agreement ~~services.~~(the ~~Mr. Baugh~~“Agreement”) ~~was~~between ~~previously~~the ~~a Senior Accountant with Arthur Young &~~ Company and ~~is a Certified Public Accountant~~Myotech. ~~Mr.~~By ~~Baugh~~reason ~~currently~~of ~~sits~~this ontransfer, the ~~board~~Company ofwill ~~DFB~~have ~~Pharmaceuticals~~no ~~and~~further isfunding aobligations ~~member of its audit~~under ~~committee. Mr. Baugh received a BBA in accounting from~~ the ~~University of Texas~~ ~~in 1997 and is a certified public accountant in the State of Texas~~Agreement.

~~Harold~~The ~~Gubnitsky~~ Company ~~is the Executive~~has ~~Vice~~retained ~~President~~ownership of ~~XL Techgroup, Inc., a company focused on inventing and growing new companies in~~ the ~~MedTech,~~Myotech ~~BioTech~~CSS ~~and~~technology ~~environmental business sectors. Mr. Gubnitsky sits on several company Boards, leads~~ and ~~participates~~remains ~~in strategic~~ committed ~~initiatives~~to ~~for~~finding ~~a number of XL TechGroup companies. Mr. Gubnitsky heads up a XL TechGroup corporate~~ development ~~projects,~~ and ~~leads~~distribution ~~strategic relationships with corporate~~ partners ~~such~~that aswill ~~Procter & Gamble, Kraft and~~further ~~AES. Mr. Gubnitsky is a seasoned executive who has worked with and within~~ the ~~several~~ commercialization ~~large, medium and small corporations with a wide range~~ of ~~responsibilities~~ ~~spanning~~the executive management and operations. Business experiences have included capital raising, starting companies, executing a company sale and merger and leadership through initial public offerings. Mr. Gubnitsky has extensive international experience across Europe, Asia and Latin America. In 2001, Mr. Gubnitsky founded a technology ~~services company called Semtor Corporation, serving as its CEO~~. Prior to Semtor, he was an officer and senior executive of Proxicom, a technology business consulting firm with a market capitalization in excess of US$1.5 billion. Previously, Mr. Gubnitksy served as vice president of US based Cambridge Technology Partners where he led numerous vendor/partner relationships. In addition, he was responsible for selling and managing several Fortune 100 relationships. He also served as part of the management team of Accenture/Andersen Consulting. Mr. Gubnitsky received degrees both business management and computer science and actively participates on several community boards and advisory councils.

Item 9.01 Exhibits.

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: February 5, 2008	By:	/s/ John F. Lanzafame
Dated: October 23, 2008	By:	/s/ John Lanzafame
		Name: John F. Lanzafame
		Name: John Lanzafame
		Title: Chief Executive Officer

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