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): ~~April~~July 3010, 2009

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~~Andrew ~~Sichenzia~~Smith, Esq.

Andy Smith, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

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 81.01. Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

~~At the~~Item ~~annual shareholder meeting of Biophan Technologies, Inc~~2.01 Completion ~~(the “Company”) on September 12, 2008, shareholders were asked to approve a proposal to amend the Company’s Articles~~ of ~~Incorporation~~Acquisition to increase the number of authorized shares of common stock to 800,000,000. The 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~~Disposition 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~~Assets. ~~At the reconvened meeting on February 26, 2009, the meeting was further adjourned until April 30, 2009.~~

AtOn ~~the~~July ~~reconvened meeting~~10, ~~Mr.~~2009, ~~John~~Biophan ~~Lanzafame~~Technologies, Inc., a Nevada corporation (the “Company’s”) ~~CEO~~sold to MyoCardioCare, ~~reported~~Inc., ~~that only~~a ~~41%~~Delaware ofcorporation ~~the~~(“MCC”), ~~outstanding~~all ~~shares~~of ~~voted~~its interest in ~~favor~~certain ofintellectual property owned by the ~~proposal~~Company related to ~~amend the~~direct ~~Company’s~~mechanical ~~Articles~~ventricular actuation technology for mechanical support of ~~Incorporation~~the toheart (also ~~increase~~known as the ~~number~~Myotech CSS technology), for aggregate consideration consisting of ~~authorized~~(a) cash purchase price of $250,000, and (b) 3,000,000 shares of MCC common stock~~. This~~ ~~measure~~with ~~required~~a ~~over~~par ~~50%~~value of ~~the~~$.001, ~~outstanding shares~~which is equal to ~~vote~~a in20% ~~favor,~~equity position ~~and~~in ~~the~~MCC. In ~~large~~connection ~~number~~with ofsuch ~~unvoted~~sale, ~~shares~~the ~~prevented~~Company ~~this~~entered ~~threshold~~into ~~from~~a ~~being~~Stock ~~reached. Accordingly,~~Holder Rights agreement whereby the ~~proposal~~Company ~~was~~shall ~~not~~have certain ~~approved,~~rights ~~the~~relating ~~vote~~to ~~was~~participation ~~closed~~in future financing of MCC and ~~the~~sale ~~meeting~~of ~~ended~~MCC’s shares in an initial public offering common stock.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit Number

Description

10.37

Asset Purchase and Intellectual Property Assignment Agreement, dated as of July 10, 2009, by and between the Company and MCC.

10.38

Stockholders’ Agreement, dated as of July10, 2009, by and between the Company and MCC.

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: May 4, 2009	By:	/s/ John Lanzafame
Dated: July 15, 2009	By:	/s/ John Lanzafame
		Name: John Lanzafame
		Title: Chief Executive Officer

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