SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEINER MICHAEL L

(Last)

(First)

(Middle)

C/O BIOPHAN TECHNOLOGIES, INC.

150 LUCIUS GORDON DRIVE, SUITE 215

(Street)

WEST HENRIETTA

14586

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOPHAN TECHNOLOGIES INC [ BIPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debt (Transfer Agreement)	02/10/2004		S		300,000	D	⁽¹⁾	0	I	.⁽²⁾
Convertible Debt (Line of Credit)	02/10/2004		S		50,000	D	⁽³⁾	0	I	.⁽²⁾
Convertible Debt (Transfer Agreement)	02/10/2004		S		200,000	D	⁽⁴⁾	0	I	.⁽²⁾
Convertible Debt (Line of Credit)	02/10/2004		S		151,300	D	⁽⁵⁾	0	I	.⁽²⁾
Common Stock	02/10/2004		P		3,513,000	A	$0.1	4,175,857	I	.⁽²⁾
Common Stock								300,644	I	.⁽⁶⁾
Common Stock								200,000	I	.⁽⁷⁾
Common Stock								799,861	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Sold for a purchase price of $12 for each $1 of face amount of the convertible debt.

2. Held by Biomed Solutions, LLC ("Biomed"), in which Technology Innovations, LLC ("TI") is a majority owner. The reporting person is the manager of Biomed and is a member and the manager of TI. The reporting person disclaims beneficial ownership of the issuer's securities held by Biomed except to the extent of his indirect ownership interest in Biomed through TI.

3. Sold for a purchase price of $6.47 for each $1 of face amount of the convertible debt.

4. Converted into common stock of the issuer at a conversion price of 0.10 per share pursuant to the terms of a Transfer Agreement between the reporting person and the issuer dated December 1, 2000, as amended.

5. Converted into common stock of the issuer at a conversion price of 0.10 per share pursuant to the terms of a Line of Credit Agreement and Promissory Note between the reporting person and the issuer dated June 4, 2002,as amended.

6. Held by TI. The reporting person disclaims beneficial ownership of the issuer's securities held by TI except to the extent of his ownership interest in TI.

7. Held by A&M, LLC, of which the reporting person is the manager. The reporting person disclaims beneficial ownership of the issuer's securities held by A&M, LLC.

	/s/ Michael L. Weiner	02/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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