SEC FORM 4/A

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)

693 SUMMIT DRIVE

(Street)

WEBSTER

14580

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

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/25/2006

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)
Common Stock	12/21/2005	12/21/2005	A		4,923,080⁽¹⁾	A	$2.1	4,923,080	I	See footnote⁽¹⁾
Common Stock	01/24/2006	01/24/2006	S		4,000,000⁽¹⁾	D	$1.54	656,756	I	See footnote⁽²⁾
Common Stock								200,000	I	See footnote⁽³⁾
Common Stock								300,644	I	See footnote⁽⁴⁾
Common Stock								207,361	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)
Warrant	$0.1	01/24/2006	01/24/2006	S			1	⁽⁷⁾	01/08/2008	Common Stock	200,000	$308,000⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$0.1	01/24/2006	01/24/2006	S			1	⁽⁷⁾	01/08/2008	Common Stock	100,000	$154,000⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$0.1	01/24/2006	01/24/2006	S			1	⁽⁷⁾	01/08/2008	Common Stock	125,000	$192,500⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$0.1	01/24/2006	01/24/2006	S			1	⁽⁷⁾	01/08/2008	Common Stock	150,000	$231,000⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$0.1	01/24/2006	01/24/2006	S			1	⁽⁷⁾	11/07/2007	Common Stock	500,000	$770,000⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$0.5	01/24/2006	01/24/2006	S			1	⁽⁷⁾	01/08/2008	Common Stock	75,000	$115,500⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$0.1	01/24/2006	01/24/2006	S			1	⁽⁷⁾	01/08/2008	Common Stock	30,000	$46,200⁽⁵⁾⁽⁹⁾	0	I	See footnote⁽²⁾
Warrant	$1.89	01/24/2006	01/24/2006	A			1	⁽⁷⁾	01/23/2011	Common Stock	1,198,630	$1,000	1	I	See footnote⁽²⁾
Convertible Promissory Note	$1.46	01/24/2006	01/24/2006	A			1	⁽⁸⁾	06/30/2007	Common Stock	3,424,657	$5,000,000	1	I	See footnote⁽²⁾
Convertible Promissory Note	$2.19							⁽⁷⁾	08/31/2006	Common Stock	228,310		1	I	See footnote⁽²⁾
Warrant	$2.49							⁽⁷⁾	05/27/2006	Common Stock	500,000		1	I	See footnote⁽²⁾
Employee Stock Options	⁽⁶⁾							⁽⁷⁾	⁽⁶⁾	Common Stock	1,800,000		0⁽⁶⁾	D

Explanation of Responses:

1. Issued in exchange for 3,768,488 Class A (voting) units of Myotech, LLC ("Myotech"), of which the reporting person is an indirect beneficial owner and member of the Board of Directors. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's ownership interest in Myotech.

2. Held by Biomed Solutions, LLC ("Biomed"), of which the reporting person is the Manager. Biomed is 57% owned by Technology Innovations, LLC ("TI"), of which the reporting person is a member and the Manager. The reporting person disclaims beneficial ownership of these securities except to the extent of his indirect ownership interest in Biomed through TI.

3. Held by A&M , LLC, of which the reporting person is the Manager. The reporting person disclaims beneficial ownership of these securities.

4. Held by TI. The reporting person disclaims beneficial ownership of these securities except to the extent of his ownership interest in TI.

5. These Warrants were sold, in connection with the sale of 4,000,000 shares of Common Stock reported on Table I.

6. The reporting persons holds various options to purchase Common Stock granted under the Issuer's employee stock option plans. The options are exercisable at prices ranging from $0.18 to $0.97 per share and expire on various dates ranging from 1/01/11 to 5/10/14.

7. Currently exercisable.

8. Convertible when, as and to the extent that Biomed makes advances pursuant to that certain Line of Credit Agreement dated as of January 24, 2006 between Biomed and the Issuer.

9. This amendment is being filed to correct the price of the derivative securities.

	/s/ Michael L. Weiner	01/26/2006
	** Signature of Reporting Person	Date
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