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~~March 26, ~~2009~~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.

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 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 85.~~01.~~02 Departure ~~Other~~of ~~Events~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~At the~~Effective ~~Company’s~~as ~~annual~~of ~~shareholder~~March ~~meeting on September 12~~31, ~~2008~~2009, ~~shareholders~~Guenter ~~were asked~~Jaensch resigned toas ~~approve~~ a ~~proposal~~member ~~to amend the Company’s Articles~~ of ~~Incorporation to~~the ~~increase~~Board ~~the number~~ of ~~authorized~~Directors ~~shares~~ of ~~common~~Biophan ~~stock to 800~~Technologies,~~000,000.~~ ~~The meeting was adjourned with regard to this proposal until December 1~~Inc., ~~2008,~~a ~~and further~~Nevada ~~adjourned~~corporation ~~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~~“Company”). ~~At the reconvened meeting on~~ No ~~February~~reason 4,for ~~2009,~~ the ~~meeting~~resignation was ~~further~~mentioned ~~adjourned~~in ~~until February 26, 2009 (subject for further adjournment by those attending~~ the ~~reconvened~~letter ~~meeting)~~of ~~or such earlier date as the Company obtains sufficient votes to approve this proposal~~resignation, ~~and~~a ~~the~~copy ~~location~~ of ~~the reconvened meeting was agreed to be the~~ ~~offices~~which ofis ~~the~~filed ~~Company at 15 Schoen Place, Pittsford, New York 14534~~herewith. AtHowever, the ~~reconvened~~Company ~~meeting~~believes onit ~~February 26, 2009, the meeting~~ was ~~further~~not ~~adjourned until April 30, 2009 (subject for further adjournment by~~due ~~those attending the reconvened meeting) or such earlier date as the Company obtains sufficient votes~~ to ~~approve~~any ~~this~~disagreement ~~proposal. The~~with ~~location of~~ the ~~reconvened meeting will be the offices of the~~ Company ~~at 15 Schoen Place, Pittsford, New York 14534~~.

Item 9.01 Financial Statements and Exhibits.

1(d) Exhibits.

A copy of the notice of resignation submitted by Mr. Jaensch to the Company, dated as of March 22, 2009, is listed in the Index to Exhibits which immediately follows the signature page hereto. A copy of this current report was furnished to Mr. Jaensch prior to its filing.

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 27, 2009	By:	/s/ John Lanzafame
Dated: March 31, 2009	By:	/s/ John Lanzafame
		Name: John Lanzafame
		Title: Chief Executive Officer

299.1 Notice of Resignation of Guenter Jaensch, dated March 22, 2009 to Biophan Technologies, Inc.

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