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

                               FORM 10-QSB

         [x]   Quarterly Report under Section 13 or 15(d)of the
                       Securities Exchange Act of 1934

              For the quarterly period ended: August 31, 2003

         [ ]   Transition Report under Section 13 or 15(d) of the
                       Exchange Act of 1934

                  For the transition period from ____ to ____

                         Commission File No. 0-26057


                         BIOPHAN TECHNOLOGIES, INC.
           ------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)


                 Nevada                                        82-0507874
     ---------------------------------                     ------------------
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization                         Identification No.)


    150 Lucius Gordon Drive,  Suite 215
         West Henrietta, New York                                 14586
    ---------------------------------                           ---------
 (Address of principal executive offices)                      (Zip code)


                                 (585) 214-2441
                            -----------------------
                           Issuer's telephone number


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                              [ X ] Yes    [   ] No

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.


                Class                       Outstanding as of October 14, 2003
      Common Stock, $.005 par value                    46,004,177

Transitional small Business Disclosure Format (Check One): Yes[ ]  No[x]


<page>                                1




                                   INDEX
                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

  ITEM I.   Financial Statements

    Independent Accountant's Report                                          3

    Condensed Consolidated Balance Sheets, August 31, 2003 (Unaudited)
    and February 28, 2003                                                    4

    Condensed Consolidated Statements of Operations, Three Months and Six
    Months Ended August 31, 2003 and 2002 (Unaudited), and from August 1,
    1968 (Date of Inception) through August 31, 2003 (Unaudited)             5

    Condensed Consolidated Statements of Cash Flows, Six Months Ended
    August 31, 2003 and 2002 (Unaudited) and from August 1, 1968
   (Date of Inception) through August 31, 2003 (Unaudited)                   6

    Notes to Condensed Consolidated Financial Statements                     7

  ITEM 2.  Plan of Operation                                                10

  ITEM 3.  Controls and Procedures                                          13

PART II. OTHER INFORMATION                                                  14

  ITEM 1.  Legal Proceedings                                                14

  ITEM 2.  Changes in Securities and Use of Proceeds                        14

  ITEM 3.  Defaults Upon Senior Securities                                  15

  ITEM 4.  Submission of Matters to a Vote of Security Holders              15

  ITEM 5.  Other Information                                                16

  ITEM 6.  Exhibits and Reports on Form 8-K                                 16

           a. Exhibits                                                      16
           b. Reports on Form 8-K                                           17

SIGNATURES                                                                  18



<page>                                2



                 PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements


INDEPENDENT ACCOUNTANT'S REPORT
-------------------------------

To the Board of Directors
Biophan Technologies, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of
Biophan Technologies, Inc. and Subsidiaries as of August 31, 2003, and the
related condensed consolidated statements of operations for the three-month
and six-month periods ended August 31, 2003 and 2002 and the condensed
consolidated statements of cash flows for the six-month periods ended August
31, 2003 and 2002.  These financial statements are the responsibility of the
Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
February 28, 2003, and the related consolidated statements of operations,
stockholders' deficiency, and cash flows for the year then ended (not
presented herein); and in our report dated April 10, 2003, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of February 28, 2003, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.


GOLDSTEIN GOLUB KESSLER LLP
New York, New York

October 7, 2003


<page>                                3




                         BIOPHAN TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE COMPANY)

                   CONDENSED CONSOLIDATED BALANCE SHEETS
<table>
                                           August 31, 2003
                                             (Unaudited)   February 28, 2003
                                         ------------------------------------
                      ASSETS

                                       <c>               <c>
Current Assets:
  Cash                                     $    5,350         $   48,935
  Investments in marketable securities              -            302,000
  Advances receivable                               -             10,127
  Due from related party                       58,561             24,368
  Prepaid expenses                             78,932             90,923
                                           --------------------------------
              Total Current Assets            142,843            476,353
                                           --------------------------------

Fixed Assets, at cost, net                     70,394             63,232

Other Assets:
  Intellectual property rights                 70,000             70,000
  Security deposit                              2,933              2,933
  Deferred equity placement costs                   -             70,538
  Deferred tax asset, net of valuation
   allowance of $2,477,000 and $2,120,000
    respectively                                    -                  -
                                           --------------------------------
                                               72,933            143,471
                                           --------------------------------
                                           $  286,170         $  683,056
                                           ================================

     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accounts payable and accrued expenses       696,782         $  343,216
  Loan payable to stockholder                       -            143,570
  Payable to related party, less discount     219,501            300,000
  Due to related party                         11,443              9,401
                                           --------------------------------
               Total Current Liabilities      927,726            796,187
                                           --------------------------------

Long-term payable to related party,
  less discount                               190,000             83,333

Stockholders' Deficiency:
  Common stock, $.005 par value
    Authorized, 80,000,000 shares
    Issued and outstanding,
      40,951,317 shares, and
       37,634,693 shares, respectively        204,757             188,173
  Additional paid-in capital                8,292,433           7,588,520
  Deficit accumulated during the
    development stage                      (9,328,746)         (7,973,157)
                                           --------------------------------
                                             (831,556)           (196,464)
                                           --------------------------------
                                           $  286,170          $  683,056
                                           ================================

</table>

    See Notes to Condensed Consolidated Financial Statements.


<page>                                4





                          BIOPHAN TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE COMPANY)

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Unaudited)
<table>
                                                                           Period from August
                              Three Months Ended          Six Months Ended   1, 1968 (date of
                                   August 31,                 August 31,       inception) to
                               2003         2002          2003         2002   August 31, 2003
                            -----------------------------------------------------------------

                        <c>          <c>           <c>           <c>         <c>
Operating expenses:

    Salaries and related    $  129,861   $  175,914    $  257,503    $ 347,127   $ 1,427,297
    Research and development   201,786      189,466       439,889      641,281     2,875,181
    Professional fees          149,567      129,527       255,676      270,020     2,127,392
    Write-down of intellectual
      property rights                -            -             -            -       530,000
    General and administrative 119,709      122,300       224,445      287,609     1,308,699
                            ----------------------------------------------------------------
  Operating loss              (600,923)    (617,207)   (1,177,513)  (1,546,037)   (8,268,569)

  Other income(expense):
    Interest income                362           93        1,264        16,701        46,027
    Interest expense          (134,413)    (161,260)    (244,664)     (171,560)   (1,246,060)
    Other income                37,520       76,226       65,324        89,724       294,399
    Other expense                    -            -                    (28,805)      (65,086)
                            ----------------------------------------------------------------
                               (96,531)     (84,941)    (178,076)      (93,940)     (970,720)
                            ----------------------------------------------------------------
  Loss from continuing
    operations                (697,454)    (702,148)  (1,355,589)   (1,639,997)   (9,239,289)

  Loss from discontinued
    operations                       -            -            -             -       (89,357)
                            ----------------------------------------------------------------
  Net loss                  $ (697,454)  $ (702,148) $(1,355,589)  $(1,639,997)  $(9,328,646)
                            ================================================================
  Loss per common share-
    basic and diluted       $    (0.02)  $    (0.02) $     (0.04)  $     (0.06)
                            ==================================================
  Weighted average shares
    outstanding             39,070,506   29,652,082   38,532,599    29,600,761
                            ==================================================

</table>

          See Notes to Condensed Consolidated Financial Statements.


<page>                                5




                         BIOPHAN TECHNOLOGIES, INC.
                              AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE COMPANY)
<table>
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                                                                            Period from
                                                                           August 1, 1968
                                                     Six Months Ended    (date of inception)
                                                        August 31,               to
                                                    2003          2002     August 31, 2003
                                               -------------------------------------------

                                            <c>           <c>            <c>
Cash flows used for operating activities:
  Net loss                                      $(1,355,589)  $(1,639,977)   $(9,328,746)
  Adjustments to reconcile net loss to net cash
    provided(used) by operating activities:
     Depreciation                                    11,528        12,780         52,058
     Realized and unrealized losses on
       marketable securities                              -        28,805         66,948
     Accrued interest on note payable
       converted to common stock                     11,998
     Amortization of interest on convertible
       notes payable                                210,118       150,000        593,451
     Write-down of intellectual property rights           -             -        530,000
     Amortization of discount on payable to
       related party                                      -             -         75,000
     Issuance of common stock for services                -             -        101,108
     Issuance of common stock for interest                -             -        468,823
     Grant of stock options for services            116,000        94,000      1,303,800
     Expenses paid by stockholder                         -             -          2,640
  Changes in operating assets and liabilities:
    (Increase)decrease in advances receivable        10,127             -              -
     Increase in due from related
       parties                                      (34,193)            -        (58,561)
    (Increase) decrease in prepaid expenses          11,991       (78,193)       (78,932)
     Increase in security deposits                        -             -         (2,933)
     Increase in accounts payable and
       accrued expenses                             353,566       203,974        683,451
     Increase(decrease) in due to related
       parties                                        2,042        (7,421)       (32,053)
                                                ----------------------------------------
                                                   (662,412)   (1,236,032)    (5,623,946)

Cash flows used for investing activities:
  Purchases of fixed assets                         (18,690)       (7,951)      (122,452)
  Sales of marketable securities                    302,000       540,000      1,219,270
  Purchases of marketable securities                      -             -     (1,286,218)
                                                ----------------------------------------
                                                    283,310       532,049       (189,400)

Cash flows provided by financing activities:
  Proceeds of bridge loans                                -             -        986,500
  Loan from stockholder                                   -       143,570        143,570
  Line of credit borrowing from related party       175,000       300,000        475,000
  Net proceeds from sales of capital stock          192,625       391,345      4,193,626
  Proceeds from exercise of options                  20,000             -         20,000
  Deferred equity placement costs                    52,108       (20,000)             -
  Proceeds from exercise of options                  20,000                       20,000
                                                ----------------------------------------
                                                    335,517       814,915      5,818,696
                                                ----------------------------------------
Net increase(decrease)in cash                       (43,585)      110,932          5,350

Cash, beginning                                      48,935        12,199              -
                                                ----------------------------------------

Cash, ending                                    $     5,350   $   123,131    $     5,350
                                                ========================================
Supplemental schedule of noncash investing
  and financing activities:
    Intellectual property acquired through
      issuance of capital stock and
      assumption of related party payable       $         -   $         -    $   175,000
                                                ========================================
    Acquisition of intellectual property        $         -   $         -    $   425,000
                                                ========================================
    Issuance of common stock upon conversion
      of bridge loans                           $   143,570   $         -    $ 1,130,070
                                                ========================================
    Issuance of common stock upon partial
      conversion of line of credit loans        $   183,950   $         -    $   183,950
                                                ========================================

</table>

          See Notes to Condensed Consolidated Financial Statements.


<page>                                6



                 BIOPHAN TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            August 31, 2003


INTERIM FINANCIAL STATEMENTS:

The condensed consolidated financial statements as of August 31, 2003 and for
the three and six months ended August 31, 2003 and 2002 are unaudited.
However, in the opinion of management of the Company, these financial
statements reflect all adjustments, consisting solely of normal recurring
adjustments, necessary to present fairly the financial position and results
of operations for such interim periods.  The results of operations for the
interim periods presented are not necessarily indicative of the results to be
obtained for a full year.

BASIS OF CONSOLIDATION:

The condensed consolidated financial statements include the accounts of
Biophan Technologies, Inc. ("Biophan")and its wholly owned subsidiaries, LTR
Antisense Technology, Inc. ("Antisense") and MRIC Drug Delivery Systems, LLC
("MRIC") (collectively referred to as the "Company").  All significant
intercompany accounts and transactions have been eliminated in consolidation.

ORGANIZATIONAL HISTORY:

The Company was incorporated under the laws of the State of Idaho on August 1,
1968.  On January 12, 2000, the Company changed its domicile to Nevada by
merging into a Nevada corporation, and on July 19, 2001, changed its name to
Biophan Technologies, Inc.  The Company's stock currently trades over-the-
counter under the symbol BIPH.  Our corporate headquarters are located at 150
Lucius Gordon Drive, Suite 215, West Henrietta, New York 14586; Tel.
(585) 214-2441; website: www.biophan.com.

On December 1, 2000, the Company acquired LTR Antisense Technology, Inc., a
New York corporation ("LTR"), from Biomed Solutions, LLC (formerly Biophan,
LLC), a New York limited liability company ("Biomed"), in a share for share
exchange. As a result of the exchange, LTR became a wholly owned subsidiary of
the Company.  The exchange was consummated pursuant to and in accordance with
an Exchange Agreement, originally dated December 1, 2000 and subsequently
amended, by and among the Company, LTR and Biomed. LTR owns multiple patents
for proprietary HIV antisense gene therapy technology.

In connection with the exchange, the Company (i) issued an aggregate of
10,759,101 shares of common stock to Biomed in exchange for all the issued
shares of LTR and (ii) issued an aggregate of 10,759,101 shares of common
stock to a group of investors for $175,000.  Also on December 1, 2000, the
Company acquired intellectual property rights, including a pending patent to
the MRI-compatible pacemaker technology from Biomed (the "Assignment"), for
future consideration of $500,000 ("MRI technology purchase liability
payable").  The Assignment was consummated pursuant to, and in accordance
with, an Assignment and Security Agreement, originally dated December 1, 2000
and subsequently amended, by and between the Company and Biomed.

PRINCIPAL BUSINESS ACTIVITIES:


<page>                                7


The Company is in the development stage and is expected to remain so for at
least the next twelve months.

The Company is developing technologies that make implantable biomedical
devices safe for use in an MRI (Magnetic Resonance Imaging) machine.  Many
implanted biomedical devices are prohibited for use in an MRI machine,
including pacemakers, cardioverter-defibrillators, neurostimulators, bladder
control devices, insulin pumps with wire connected sensors, pain control
devices, interluminal imaging coils, interventional catheters and guide wires,
endoscopes, and others.  The Company plans to provide intellectual property
licenses to manufacturers of these biomedical devices.

ACCOUNTING FOR STOCK OPTIONS:

The Company has elected to apply Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations
in accounting for its stock options issued to employees (intrinsic value) and
has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation.  Had the Company elected to recognize compensation cost based on
the fair value of the options granted at the grant date as prescribed by SFAS
No. 123, the Company's net loss and loss per common share would have been as
follows:
<table>
                                      Three Months Ended            Six Months Ended
                                           August 31,                   August 31,
                                      2003           2002          2003           2002
------------------------------------------------------------------------------------------

                              <c>            <c>          <c>            <c>
Net loss - as reported            $ (697,454)    $ (702,148)  $ (1,355,589)  $ (1,639,977)

Add - stock based employee
  compensation expense included
  in reported net loss, net of
  related tax effects                 30,000         47,000         60,000         94,000

Deduct - Total stock based
  employee compensation expense
  determined under fair value
  based method for all awards,
  net of related tax effects          64,000        115,000        114,000        230,034
------------------------------------------------------------------------------------------
Net loss - pro forma              $ (731,454)    $ (770,148)  $ (1,409,589)  $ (1,776,011)
==========================================================================================
Basic and diluted loss per
  share - as reported             $     (.02)    $     (.03)  $       (.04)  $       (.06)
==========================================================================================
Basic and diluted loss per
  share - pro forma               $     (.02)    $     (.03)  $       (.04)  $       (.06)
==========================================================================================

</table>


PREPAID EXPENSES:

Prepaid expenses at August 31, 2003 consist of the following:


<page>                                8


       Prepaid insurance                               $ 60,807
       Prepaid supplies                                  18,125
                                                       --------
                                                       $ 78,932
                                                       ========

LOAN AGREEMENTS:

In June 2002, the Company signed a Loan Agreement with a stockholder providing
for borrowings of up to $400,000 with interest payable at 8% per annum.

Principal and accrued interest become due and payable on December 31, 2003.
On July 28, 2003, the Company issued 775,000 shares of common stock for the
conversion of the entire principal amount of the loan of $143,570 plus accrued
interest of $11,998.

In June 2002, the Company executed a line-of-credit agreement (the "Line")
with Biomed that provided for borrowings up to $250,000.  Interest accrues at
8% per annum.  Upon execution of the Line, Biomed received warrants to
purchase 325,000 shares of restricted common stock at $1.00 per share.  The
warrants were valued at approximately $234,000 which was recorded as a
discount against the Convertible Promissory Note (the "Note") supporting the
Line. At issuance, the Note was convertible into shares of the Company's
common stock, at a price below the market value of such stock.  The intrinsic
value of the beneficial conversion feature of the Note was recorded as an
additional discount, such that the full $250,000 issued was discounted, with a
corresponding increase to additional paid-in capital.

On August 19, 2002, the Line was increased by $100,000 and the expiration date
thereof was extended to August 19, 2003. The payment date of amounts borrowed
under the original Line was extended to December 1, 2002. The entire line now
expires on June 1, 2004.  In consideration for the increase in the Line,
Biomed received 30,000 additional warrants to purchase shares of restricted
common stock at a price dependent on the selling price of the Company's stock,
as defined.  The exercise price of the warrants issued to Biomed in exchange
for the increase in the line of credit to $350,000 and the extension of the
payment date to December 1, 2002 is the lowest of (i) the closing bid price on
June 4, 2002; (ii) the closing bid price on the date of exercise; or (iii) the
lowest per share purchase price paid by any third party between June 4, 2002
and the exercise date.  The fair value of the warrants - in accordance with
guidance provided by Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation - was estimated at the date of grant
using the Black-Scholes option pricing model with the following assumptions:
risk-free interest rate of 5.25; no dividend yield; volatility factor of the
expected market price of the company's common stock of 0.0%, and an expected
life of 2.8 years.  The value attributed to the warrants was insignificant.
As a result, these warrants have been allocated no value.

On June 30, 2003, we issued 1,268,621 shares of common stock for the
conversion of $183,950 of the $350,000 Line of Credit obligation. The Company
has drawn additional amounts totaling $175,000 under the Line, which amounts
were also fully discounted as a result of the beneficial conversion feature,
and recorded as additional paid-in capital.  At August 31, 2003, $291,050 was
outstanding under the Line. The stated liability for financial reporting
purposes is $291,050 less an unamortized discount $131,549, or $159,501.

Under the Transfer Agreement dated December 1, 2000, the Company incurred a


<page>                                9


liability ("MRI technology purchase liability payable") of $500,000 (including
interest of $75,000) to Biomed in connection with the acquisition of the MRI
intellectual property rights described above.  Biomed maintains a security
interest in the underlying patents until the liability is satisfied.  The
intellectual property rights will revert to Biomed if the Company does not
satisfy the liability by June 1, 2004.  The stated liability bears interest at
an annual rate of 8%.

In December 2002, in consideration for extending the maturity date to June 1,
2004 and for prior extensions, the Company and Biomed agreed to make the
$500,000 MRI technology purchase liability payable to Biomed convertible at
Biomed's election into shares of the Company's common stock at a price
dependent on the selling price of the Company's stock, as defined, but below
market.  Consequently, the intrinsic value of the beneficial conversion
feature of the liability was recorded as a discount, such that the full
$500,000 was discounted, with a corresponding increase to additional paid-in
capital.  At August 31, 2003, the balance of the MRI technology purchase
liability payable, net of a discount of $250,000, is $250,000.

At August 31, 2003, the principal amounts of the Company's obligations
approximated their estimated fair values based upon current borrowing rates
for similar issues.

CHANGES IN EQUITY:

During November 2002, the Company entered into a Stock Purchase Agreement with
an institutional investor whereby the Company agreed to sell up to $3,000,000
of the Company's common stock.  The agreement required the Company to file
with the Securities and Exchange Commission ("SEC") a Registration Statement
covering the shares issuable under this agreement. The registration became
effective on July 11, 2003. Through August 31, 2003, the Company sold and
issued 1,119,348 shares of common stock under the agreement for gross proceeds
of $192,625.  Also, during the quarter, $122,646 of related offering expenses
were charged against the additional paid-in capital account.

On August 13, 2003, 2,000,000 options were granted to two consultants,
exercisable at prices equal to 80% of the closing price of the stock on the
day prior to exercise.  During the month of August, options for 153,655 shares
were exercised for an aggregate of $20,000.


Item 2. PLAN OF OPERATION

The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Form 10-
QSB.  This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934.  Actual events or
results may differ materially from those projected in the forward-looking
statements as a result of a number of factors including those identified
herein and in the Company's Annual report on Form 10-KSB and other periodic
reports and filings with the Securities and  Exchange Commission.

We are currently in the development stage of operations and expect to be
in that mode for at least the next 12 months. Our primary mission is to
develop and commercially exploit technologies for enabling cardiac pacemakers
and other life sustaining medical devices to be safe and compatible with MRI


<page>                                10


and other equipment that generates powerful magnetic and radio frequency
signals.

On October 1, 2003, we entered into a stock purchase agreement with SBI
Brightline Consulting, LLC that obligates SBI to purchase, upon our election,
up to 11,000,000 shares of our common stock for an aggregate purchase price
of $2.9 million.  The agreement requires that the shares be registered with
the SEC and a registration statement for that purpose was filed with the SEC
on October 9, 2003. Once the registration statement becomes effective there
will be no limitation on when we may require SBI to purchase the shares except
that the shares are divided into six tranches that must be purchased in a
particular order.

In addition to agreement with SBI, we are a party to a restated stock
purchase agreement with Spectrum Advisors LTD.  Pursuant to the Spectrum
agreement, we may require Spectrum to purchase shares of our common stock
at our sole discretion and from time to time over a period of 24 months
ending July 11, 2005.  The purchase price for shares purchased under the
Spectrum agreement is 80% of the average daily volume weighted average
price of our common stock during the trading days relating to a particular
draw.  Spectrum is currently committed to purchase shares for consideration of
up to $3 million under the Spectrum agreement.  We have registered for resale
by Spectrum 8,960,000 shares of common stock that we may sell to Spectrum
pursuant to the Spectrum agreement.  As of the current date, we have sold
Spectrum 3,325,757 shares for aggregate consideration of $491,190.  If we were
to sell to Spectrum the remaining shares that we have already registered at
the closing price of our common stock on October 13, 2003 of $.22 per share,
we would receive additional consideration of $1,014,163.  If that were to
occur, it would leave $1,494,647 available for sale under the Spectrum
agreement if we were to choose to register additional shares for resale by
Spectrum.

We estimate that a combination of the equity financing from the sale of
our common stock pursuant to the SBI and Spectrum stock purchase agreements
will be sufficient to satisfy our projected cash requirements over the next
12 months.  Our estimate of these cash requirements is as follows:

     Research and product development....................   $  973,000
     Operating expenses, including
       administrative salaries and benefits,
       office expenses, rent expense, legal
       and accounting, publicity, investor
       relations.........................................    1,137,000
     Partially repay related party loans plus interest...      330,000
     Pay down past-due accounts payable..................      260,000
                                                            ----------
     Total Cash Requirements.............................   $2,700,000
                                                            ==========

Our estimate of operating expenses represents the expenditures we
anticipate incurring in the operation of our business, and includes our
estimated costs associated with the preparation and
filing of the registration statement with respect to the shares to be sold
to SBI.

We intend to pursue our research and product development activities,
concentrating the major portion of our available resources on the shielding


<page>                                11


and filtering technologies for achieving MRI safe solutions.  We have
identified a core group of potential customers/development partners for our
technology and continue to meet with these companies on a regular basis. We
are obligated by confidentiality and nondisclosure agreements with the
companies we are speaking with concerning potential relationships. Consistent
with our business strategy, on September 25, 2003, we entered into a
development agreement with a medical device manufacturer to develop MRI
capability for one of their products.  The terms of this development agreement
are confidential.  Additionally, our negotiations with other biomedical device
manufacturers and our evaluation of their proposals is continuing.

Our goal is to enter into a development arrangement with several or more
of these entities whereby each entity would provide financial and research
support to further the commercialization of our technologies.  In addition to
seeking development arrangements with potential partners, we will continue to
expand our technology portfolio by seeking to acquire complementary
technologies through licensing arrangements with other third parties.  Key
members of our management team have and will continue to attend and present
technical papers at industry trade conferences and to leaders in the pacing
and medical device arena.

We estimate that our research and development plan will require
approximately $973,000 of our funds over the next 12 months, dedicated to the
following activities:

     MRI Shielding for Active Medical Devices..........    $  563,000
     MRI Shielding for Passive Medical Devices.........       410,000
                                                           ----------
       Total...........................................    $  973,000
                                                           ==========

The MRI Shielding  project entails the development of technology that
may be applied to active medical devices and passive medical devices to allow
patients to undergo MRI diagnostics.  Active medical devices include such
items as pacemakers and drug pumps, and passive medical devices include such
items as biopsy needles, stents and guidewires.

Our current strategic plan does not indicate a need for material capital
expenditures in the conduct of research and development activities, nor does
the plan contemplate any significant change in the number of employees.  We
currently employ ten full-time individuals.

New Accounting Standards

Management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.

Application of Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and expenses
during the period reported. The following accounting policies involve a
"critical accounting estimate" because they are particularly dependent on


<page>                                12


estimates and assumptions made by management about matters that are highly
uncertain at the time the accounting estimates are made. In addition, while we
have used our best estimates based on facts and circumstances available to us
at the time, different estimates reasonably could have been used in the
current period, or changes in the accounting estimates we used are reasonably
likely to occur from period to period which may have a material impact on the
presentation of our financial condition and results of operations. We review
these estimates and assumptions periodically and reflect the effects of
revisions in the period that they are determined to be necessary.

Acquired Intangibles

Acquired intangibles are reviewed for impairment whenever events such as a
significant industry downturn, product discontinuance, product disposition,
technology obsolescence or other changes in circumstances indicate that the
carrying amount may not be recoverable. When such events occur, we compare the
carrying amount of these assets to their undiscounted expected future cash
flows. If this comparison indicates that there is an impairment, the amount of
the impairment is calculated using discounted expected future cash flows. Our
estimates of undiscounted and discounted future cash flows are dependent upon
many factors, including general economic trends, industry trends, and
technological developments. It is reasonably likely that future cash flows
associated with these assets may exceed or fall short of our current
estimates, in which case a different amount for our intangible assets and the
related impairment charge would have resulted. If our actual cash flows exceed
our estimates of future cash flows, there would be no change to our previously
recognized impairment charge although, it may indicate that the amount of the
impairment was greater than needed. If our actual cash flows are less than our
estimates of future cash flows, we may need to recognize an additional
impairment in future periods, which would be limited to the current carrying
value of our acquired intangible assets.

Tax Valuation Allowance

A tax valuation allowance is established, as needed, to reduce net deferred
tax assets to the amount for which recovery is probable. We have established a
full valuation allowance against our net deferred tax assets because our lack
of revenues and our recurring losses as a development stage company cause our
long term financial forecast to have enough uncertainty that we do not meet
the standard of "more likely than not" that is required for measuring the
likelihood of realization of net deferred tax assets. In the event it becomes
more likely than not that some or all of the deferred tax assets will be
realized, our valuation allowance will be adjusted.  Depending on the amount
and timing of taxable income we ultimately generate in the future, as well as
other factors, we could recognize no benefit from our deferred tax assets, in
accordance with our current estimate, or we could recognize their full value.


Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Based on an evaluation under the supervision and with the participation of our
management as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-QSB, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the securities Exchange Act of 1934,


<page>                                13


are effective to ensure that information required to be disclosed in reports
that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms.

Changes in Internal Controls.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.  There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken.  However, the design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events and there is no certainty that any design will
succeed in achieving its stated goal under all potential future
considerations, regardless of how remote.



                     PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

We are not a party to any material legal proceedings and there are no
material legal proceedings pending with respect to our property. We are not
aware of any legal proceedings contemplated by any governmental authorities
involving either us or our property. None of our directors, officers or
affiliates is an adverse party in any legal proceedings involving us or our
subsidiaries, or has an interest in any proceeding which is adverse to us or
our subsidiaries.


Item 2. Changes in Securities and Use of Proceeds

On June 30, 2003, we issued 1,268,621 shares of common stock for the
conversion of $183,950 of the $350,000 Line of Credit obligation payable to
Biomed Solutions, LLC.  Biomed had previously sold that portion of its
receivable to a single purchaser.  The shares were issued pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act of 1933, involving
a private transaction in exchange for debt, and pursuant to the provisions
of Regulation S of the Securities Act.  All recipients of the shares were
nonaffiliated, non U.S. persons deemed to be accredited investors and/or
persons with knowledge of business.  There was no general solicitation or
general advertising related to the transaction, and the recipients were
required to represent that they were non U.S. persons and that they were
not acquiring the shares for the account or benefit of any U.S. Person.
The offer to purchase the shares was not made to a person in the United
States and, at the time of the transaction, the purchasers were outside the
United States.  All securities representing the shares were issued with
appropriate restrictive legends.

On July 28, 2003, we issued 775,000 shares of common stock for the
conversion of a debt obligation payable to a single investor in the aggregate
amount of $155,568 ($143,570 principal, plus $11,998 interest).  The shares
were issued to the investor pursuant to the exemptions provided by Sections
3(a)(9) and 4(2) of the Securities Act, involving a private transaction in
exchange for debt.  The shares were exchanged by Biophan with a single


<page>                                14


existing security holder who is a non-affiliated accredited investor.  No
commission or other remuneration was paid or given directly or indirectly for
soliciting the exchange.  All securities representing the shares were issued
with appropriate restrictive legends.

Between July 12, 2003 and August 31, 2003 we issued an aggregate of
1,119,348 shares of our common stock to Spectrum Advisors, Ltd. in connection
with the restated stock purchase agreement dated as of November 22, 2002
between us and Spectrum.  We received aggregate proceeds of $192,625 from
our sale of these shares to Spectrum.  In connection with such sales, we are
obligated to issue to Carolina Financial Services, LLC warrants to purchase
55,967 shares of our common stock at an average exercise price of $.19.  These
transactions were exempt from registration under Section 4(2) of the
Securities Act because they did not involve any public offering.


Item 3.  Defaults Upon Senior Securities

This Item is not applicable.


Item 4.  Submission of Matters to a Vote of Security Holders

On Wednesday, August 20, 2003, pursuant to proper notice to stockholders, the
Company held its Annual Meeting of Stockholders at the Company's offices in
West Henrietta, New York. At the Meeting, the following directors were
elected, by the indicated vote, to serve as directors until the next Annual
Meeting of Stockholders or until their successors are elected and qualified.




Nominee                        For               Abstain
---------                     -----             ----------
Guenter H. Jaensch          23,363,572            50,150
Michael L. Weiner           23,413,722                 0
Steven Katz                 23,413,572               150
Ross B. Kenzie              23,398,922            14,800
Robert S. Bramson           23,402,722            11,000

A proposal was also made to amend the Company's Certificate of Incorporation
to increase the number of common shares authorized to be issued from
60,000,000 to 80,000,000 shares.  The proposal carried by a vote of 22,971,812
for, 346,225 against and 95,685 abstaining.

A proposal to increase the number of shares reserved for issuance under the
2001 Stock Option Plan from 2,500,000 to 7,000,000 was approved by a vote of
18,858,567 For, 523,660 against and 22,410 abstaining.

Stockholders were also asked to amend the formula for the grant of options to
non-employee directors under the 2001 Stock Option Plan. The proposal carried
by a vote of 23,268,002 for, 55,950 against and 89,770 abstaining.

Lastly, stockholders ratified the appointment of Goldstein Golub Kessler, LLP,
as independent auditors of the Company for the fiscal year ending February
28, 2004 by a vote of 23,184,652 for, 87,400 against and 141,670 abstaining.



<page>                                15



Item 5.  Other Information

This Item is not applicable.


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

Exhibit No.   Exhibit Description                 Location
------------------------------------------------------------------------------
2.1           Articles of Merger                  Incorporated by reference
                                                  to Exhibit 3.2 to Biophan's
                                                  Form 10-KSB for the year
                                                  ended February 29, 2000

2.2           Articles of Dissolution             Incorporated by reference
`                                                  to Exhibit 3.3 to the 2000
                                                  10-KSB

2.3           Exchange Agreement, dated as of     Incorporated by reference
              December 1, 2000, by and among      to Exhibit 2.3 to Biophan's
              Biophan, Biomed Solutions, LLC      Registration Statement on
              (formerly Biophan, LLC), and LTR    Form SB-2 (File No. 333-
              Antisense Technology, Inc.          102526) (the "Prior
                                                  Registration")

3.1           Articles of Incorporation (Nevada)  Incorporated by reference
                                                  to Exhibit 3.1 to the 2000
                                                  10-KSB

3.2           Bylaws (Nevada)                     Incorporated by reference
                                                  to Exhibit 3.2 to Biophan's
                                                  Form 10-SB filed on May 13,
                                                  1999.

3.3           Amendment to the Articles of        Incorporated by reference
              Incorporation                       to Exhibit 3.1(i) to
                                                  Biophan's Form 8-K, filed
                                                  December 15, 2000.

3.4           Amendment to Exchange Agreement     Incorporated by reference
                                                  to Exhibit 2 to Biophan's
                                                  Form 10-KSB for the year
                                                  ended February 28, 2001 and
                                                  filed as an exhibit to Form
                                                  SB-2a on May 1, 2003.

3.5           Certificate of Amendment to         Incorporated by reference
              Articles of Incorporation           to Exhibit 3.1(i) to
                                                  Biophan's Form 8-K on
                                                  August 27, 2001.

4.1           Stock Purchase Warrant between      Incorporated by reference
              Biophan and Biomed Solutions, LLC   to Exhibit 4.1 to
              (formerly Biophan, LLC) dated June  Biophan's Form 10-QSB for


<page>                                16


              4, 2002                             the period ended May 31,
                                                  2002.

4.2           Restated Stock Purchase Warrant     Incorporated by reference
              Biophan and Bonanza Capital         to Exhibit 4.2 to
              Masterfund LTD                      Biophan's Form 10-QSB for
                                                  the period ended May 31,
                                                  2002.

4.3           Restated Stock Purchase Warrant     Incorporated by reference
              between Biophan and Biomed          to Exhibit 4.3 to
              Solutions, LLC, dated January 8,    Biophan's Form 10-QSB for
              2003                                the period ended November
                                                  30, 2002.

4.4           Stock Purchase Warrant between      Incorporated by reference
              Biophan and Biomed Solutions, LLC   to Exhibit 4.4 to Biophan's
              dated November 11, 2002             Form 10-QSB for the period
                                                  ended November 30, 2002.

4.5           Form of Stock Purchase Warrant      Incorporated by reference
              issued to principals of Carolina    to Exhibit 4.5 to Biophan's
              Financial Services, for a total of  Form 10-QSB for the period
              121,572 shares                      ended November 30, 2002.

4.6           Form of Stock Purchase Warrant to   Incorporated by reference
              be issued to Carolina Financial     to Exhibit 4.6 to Biophan's
              services in connection with the     Form 10-QSB for the period
              Stock Purchase Agreement with       ended November 30, 2002.
              Spectrum Advisors, Ltd

4.7           Form of Stock Purchase Warrant      Incorporated by reference
              issued to investors in private      to Exhibit 4.7 to Biophan's
              placement of securities, for a      Form 10-QSB for the period
              total of 2,770,550 shares           ended November 30, 2002.

4.8           Stock Purchase Warrant issued to    Incorporated by reference
              SBI USA, LLC                        to Exhibit 4.8 to Biophan's
                                                  Form 10-QSB for the period
                                                  ended November 30, 2002.

10.1          Stock Purchase Agreement dated      Incorporated by reference
              October 1, 2003 between Biophan     to Exhibit 10.50 to
              and SBI Brightline Consulting,      Biophan's Form SB-2 on
              LLC.                                October 9, 2003.

10.2          Development Agreement between       Incorporated by reference
              Biophan and Alfred University       to Exhibit 10.51 to
              dated July 17, 2003                 Biophan's Form SB-2 on
                                                  October 9, 2003.

31.1          Certification by Chief Executive    Filed herewith
              Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002

31.2          Certification by Chief Financial    Filed herewith
              Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

32.1          Certification by Chief Executive    Filed herewith
              Officer and Chief Financial Officer
              pursuant to 18 U.S.C. Section 1350,
              as adopted pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002


(b)  Reports on Form 8-K

          Not applicable.


<page>                                17







                                SIGNATURES

          In accordance with the requirements of the Exchange Act, the
          registrant has duly caused this report to be signed on its behalf
          by the undersigned, thereunto duly authorized.


BIOPHAN TECHNOLOGIES,INC.
 (Registrant)

Date:  October 15, 2003


                    By: /s/ Michael L. Weiner
                    ------------------------------
                    Name:  Michael L. Weiner,
                    Title:  Chief Executive Officer


                    By: /s/ Robert J. Wood
                    ------------------------------
                    Name:  Robert J. Wood
                    Title:  Chief Financial Officer


<page>                                18