-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYS36e5ngW7yAHibDz/lwdgoMpub0tPZIytyrp20z/RT2JeAFMQR5mukhkmSfp58 0UuvNr5yjoprZ70hO+EPLw== 0001164150-05-000075.txt : 20050331 0001164150-05-000075.hdr.sgml : 20050331 20050330205830 ACCESSION NUMBER: 0001164150-05-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050323 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO SOLUTIONS MANUFACTURING, INC. CENTRAL INDEX KEY: 0001128581 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 161576984 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32044 FILM NUMBER: 05716082 BUSINESS ADDRESS: STREET 1: 1161 JAMES ST STREET 2: . CITY: HATTIESBURG STATE: MS ZIP: 39403 BUSINESS PHONE: 888-262-1600 MAIL ADDRESS: STREET 1: 1161 JAMES STREET STREET 2: . CITY: HATTIESBURG STATE: MS ZIP: 39403 FORMER COMPANY: FORMER CONFORMED NAME: SINGLE SOURCE FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 20001122 8-K 1 bsmi-8k_03302005.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant o Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2005 (March 23, 2005) Bio Solutions Manufacturing, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) New York 000-33229 16-1576984 - ---------------------- ------------------------ --------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1161 James Street, Hattiesburg, MS 39401 ------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (601) 582-4000 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: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425 [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13(e)-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1- REGISTRANT'S BUSINESS AND OPERATIONS 1.01 Entry into a Material Definitive Agreement On March 29, 2005, the Company entered into a Letter Agreement with Enviro Dynamic Systems, Inc., a Nevada Corporation ("EDSI"), for the purchase of substantially all the assets of EDSI in exchange for 500,000 shares of the Company's restricted $0.001 par value common stock. The shares will be subject to a two year lock-up agreement. (A copy of the Letter Agreement is attached as an Exhibit.) SECTION 2 - FINANCIAL INFORMATION Not Applicable SECTION 3 - SECURITIES AND TRADING MARKETS Not Applicable SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL INFORMATION Not Applicable SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02(a) Departure of Principal Officer On March 23, 2005, the Company received notice of and thereby subsequently accepted the resignation of Krish V. Reddy as President and Chief Executive Officer and as a Director. Dr. Reddy will continue with the Company as director of research and development. Item 5.02(c) Appointment of President and Chief Executive Officer On March 29, 2005, the Company entered into an Agreement with Michael O'Gorman under the terms of which Mr. O'Gorman was elected a Director of the Company and hired as President and CEO. (A copy of the Memorandum of Agreement and Acceptance is attached as an Exhibit.) Mr. O'Gorman was elected a Director on March 29, 2005. Mr. O'Gorman received his Bachelor of Science in Organic Chemistry degree in August of 1976 from St. Peter"s College, and completed his MBA in International Finance in August of 1979 from Fairleigh Dickenson University, Graduate School of Business, Madison, New Jersey. He also received his Juris Doctor in 1982 from University of Connecticut at Bridgeport School of Law. For more than twenty years, he has provided legal, business and financial consulting services to numerous domestic and international companies. Page 2 of 4 Mr. O'Gorman founded and incorporated EDS International, Inc.( Enviro Dynamic Systems, Inc.)(EDSI) in 2002. The company designs and builds co-generation plants and incorporates unique and proprietary state-of-art designed ancillary profit centers of aquiculture and hydroponics farming utilizing the co-generation plant's excess thermal energy. These ancillary profit centers are unique to EDSI"s proprietary designs and insure 12 month growing seasons with pesticide free produce and fish. EDSI maintains corporate offices in New Jersey and Heraklion Crete. EDSI holds joint venture contracts with leading research and educational institutions such as Rutgers University and The University of Maryland as well as major manufacturers of component parts. SECTION 6 - [Reserved] Not Applicable SECTION 7 - REGULATION FD Not Applicable SECTION 8 - OTHER EVENTS Not Applicable SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Finanical Statements and Exhibits (c) Exhibits. Exhibit No. Description - ----------------------------------------- 10.1 * Letter Agreement (Asset Purchase) 10.2 * Memorandum of Agreement and Acceptance (Employment) 17.2 * Resignation of Principal Officer and Director 20.1 * Press Release - ------------------ * Filed herewith Page 3 of 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Bio Solutions Manufacturing, Inc.. (Registrant) Date: March 29, 2005 By: /s/ Patricia Spreitzer ---------------- --------------------------------------- Patricia Spreitzer Chief Financial Officer Page 4 of 4 EX-10 2 bsmi-8k_032005ex10a.txt EXHIBIT 10.1 BIO SOLUTIONS MANUFACTURING, INC. 1161 James Street Hattiesburg, MS 39401 (87) 888-2744 Fax (866) 888-2744 March 29, 2005 Mr. Michael O'Gorman, M.B.A, J.D. Chairman and Chief Executive Officer 21 The Terrace Rutherford, NJ 07070 RE: Asset Purchaser Dear Mr. O'Gorman: This letter expresses our understanding with respect to the Purchaser (the "Purchaser") of the resource recovery assets (the "Assets ") of Enviro Dynamic Systems, Inc., a Nevada Corporation ("Seller") by Bio Solutions Manufacturing, Inc., a New York corporation, ("Purchaser"). After the acquisition, the Assets will be transferred to a subsidiary of Purchaser (the "Subsidiary"). In connection with the Purchase we have the following understandings: 1. Purchaser Price. EDSI will receive a total of 500,000 shares of Purchaser's $0.001 par value common stock (the "Purchaser Shares") in exchange for one hundred percent (100%) of the Assets of Seller. 2. Unregistered Shares. The Purchaser Shares will not be registered under the Securities Act of 1933 (the "Securities Act") and will be legended to that effect with a two year lock-up agreement. Purchaser will remove such legend after such a period, if in the opinion of counsel reasonably acceptable to Purchaser, the Purchaser Shares, or any portion of them, can be sold pursuant to an exemption from the provisions of the Securities Act and any applicable state securities law. 3. Conditions. The intent of Purchaser and Seller to consummate the transaction described herein is subject to the following: a. Execution of a Definitive Agreement. There shall be executed among Purchaser and Seller, a definitive agreement covering the proposed transaction under the terms and conditions set forth in this letter and such further terms, provisions, agreements, covenants, representations and warranties satisfactory to the parties, including without limitation: (i) general warranties as to the contracts, commitments, lease obligation, trademarks and debts of Purchaser and Seller and (ii) representations, indemnifications and covenants which shall survive the effective date of the 1 transaction and which will, in the opinion of the parties, be adequate to protect their respective interests. b. Litigation. Neither Purchaser nor Seller shall be subject to material litigation, which would cause any party, in its sole discretion, to decide that the party subject to such litigation has a material contingent liability. c. Director and Shareholder Approval. All necessary approvals of the Board of Directors and Shareholders of Purchaser and Seller shall have been obtained. d. Preservation of Assets and Business. Pending the closing date of the proposed combination, neither Purchaser nor Seller will incur any indebtedness other than in the ordinary course of business and will not commit to any material undertakings, programs or projects, other than pursuant to existing agreements, which would have a material negative impact on their balance sheets without the prior written consent of the other party. Other than paying current liabilities, Purchaser and Seller will operate their businesses in a manner consistent with the conservation of their assets, including their cash reserves. e. Consents and Releases. Prior to the consummation of the proposed Asset Purchase, Purchaser and Seller will each obtain all written consents and releases of all persons deemed necessary by either Purchaser or Seller in connection with the consummation of the proposed transaction. 4. Expenses of Parties. Purchaser and Seller shall each bear their own costs and expenses incurred in connection with the proposed transaction. 5. Public Announcement. If required, upon the execution of this Letter of Intent, Purchaser will prepare a public announcement to be submitted to the media in such form and containing such information as approved by Purchaser and Seller. 6. Other Matters. a. The Acquisition will be subject to such approvals, which in the opinion of counsel for the parties, are necessary to effect the Purchase. b. The understandings and agreements reflected in this letter are subject to the execution and delivery of documents in form and substance satisfactory to Purchaser and Seller and to their respective counsel. There shall be no legal obligation upon any party until the Purchase Agreement is completed and executed by the parties, and then only in accordance with its terms. c. Purchaser and Seller agree that until this transaction has been publicly disclosed as per paragraph 5 hereof, not to disclose their intentions except to their directors, advisors and counsel. Further, neither Seller nor their affiliates will make any transactions in stock of either party unless such transaction is first disclosed and 2 approved in writing by the parties hereto or has previously been agreed to. Seller agrees to maintain all information, records and documents in a confidential manner. d. Unenforceablity. The expressions of intent set forth in this letter, although containing an agreement in principle between Purchaser and Seller to the proposed transaction, shall not be considered as a binding commitment on either Purchaser and Seller, but rather as an indication of their desire to consummate the transaction upon the terms and conditions generally outlined herein. Consequently, there shall be no enforceable obligation on the part of Purchaser or Seller with respect to the matters contained in this letter until a definitive agreement covering the proposed combination as outlined herein has been fully and properly executed by all parties concerned and requested documents have been provided. If this letter reflects your understanding, please execute the enclosed copy where indicated and return to BSLM for this agreement to become effective. Please note that an executed facsimile copy is acceptable with an original copy deposited in the United States Mail on the same day. Sincerely, BIO SOLUTIONS MANUFACTURING, INC. By /s/ Patricia Sprietzer - --------------------------------- Patricia Sprietzer, Director EDSI By: /s/Michael O'Gorman - --------------------------------- Michael O'Gorman, President 3 EX-10 3 bsmi-8k_032005ex10b.txt EXHIBIT 10.2 MICHAEL WILLIAM O'GORMAN, M.B.A., J.D. 21 The Terrace Rutherford, New Jersey 07010 Telephone: 862-266-2845 * Facsimile: 201-438-9565 MEMORANDUM OF AGREEMENT AND ACCEPTANCE March 29, 2005 The purpose of this Memorandum of Agreement and Acceptance is to ful1y acknowledge the receipt of an offer of Probationary Employment (90 days) by BioSolutions (hereinafter referred to as "BSLM") to Michael William O'Gorman, (hereinafter referred to as "O'Gorman") and dated 29 March 2005, attached hereto and made a part hereof. The term of this Probationary Employment shall commence on 1 April 2005 and extend for a period of ninety (90) days henceforth. During this Probationary Employment O'Gorman shall hold the position of President and CEO of BSLM.. Further, during this period of Probationary Employment, O'Gorman shall have certain duties and obligations to BSLM, to wit; 1. Interfacing with brokerage communities 2. Work with attorney and C.P.A. in regards to security aspects (including, but not limited to; SEC. 10K and lOQ filings 3. Write a formal business plan. 4. Maintain normal business hours 5. Travel to Mississippi as required. Further during this Probationary Employment, BSLM shall have certain duties and obligations to O'Gorman to wit; 1. BSLM shall pay to O'Gorman the sum of Four Thousand Dollars ( $4,0(0) per month, payable on the 1st ($2.000) and 15th ($2,000) of each and every month. 2. BSLM will provide $400.00 per month for the rental of BSLM offices at 21 The Terrace, Rutherford, New Jersey. 3. BSLM will provide and pay for the instillation of two (2) telephone lines and pay for the monthly billings for each. 4. BSLM will reimburse O'Gorman for pre-approved travel and business related expenses incurred in the execution of his duties as President and Director of BSLM. Furthermore, at the end of the successfully and mutually satisfactorily completed 90 day Probationary Employment, O'Gorman will be vested in permanent employment with BSLM. At the end of the ninety (90) days, both BSLM and O'Gorman will negotiate in good faith efforts to reduce O'Gorman's now, on-going permanent employment to a written Employment Contract to include, among other provisions, stock options and other benefits consistent with BSLM's company policy(s). This Employment Contract shall include but not be limited to O'Gorman's monthly salary being increased to Five Thousand Dollars ($5,000) per month, payable on the 1st ($2,500) and on the 15th ($2,500) of each and every month. AGREED TO AND ACCEPTED BY: AGREED TO AND ACCEPTED BY: /s/ Michael William O'Gorman /s/ Patricia Spreitzer - ------------------------------------- -------------------------------------- Michael William O'Gorman, M.B.A., J.D. BY: EX-17 4 bsmi-8k_032005ex17.txt EXHIBIT 17.1 BIO-SOLUTIONS E-Mail:biosolutionsmfg@megate.com Website: www.biosolutionsmfg.com - -------------------------------------------------------------------------------- MANUFACTURING, INC. 1161 James Street Hattiesburg, MS 39401 601-582-4594 Phone 601-582-4100 Fax March 23, 2005 To: The Board of Directors BSMI From: Krish Reddy President/CEO BSMI Fax: Patricia M. Speitzer (702) 222-9126 J.Jeffrey Press (973) 324-5727 Subject: - My Resignation as a President/CEO & Board Director At this important juncture of our Corporation's growth, my full and total concentration and extra efforts are required to be directed to the advancement & further development of our Technology which happens to be my major purpose & pursuit for excellence. In light of the above, I, Krish V. Reddy hereby tender my resignation as a President/CEO and also as a Board Director of Bio Solutions Manufacturing, Inc., effective March 23, 2005. /s/ Krish V. Reddy cc: J.Jeffrey Press, Corporate Attorney EX-20 5 bsmi-8k_032005ex20.txt EXHIBIT 20.1 BIO-SOLUTIONS MANUFACTURING, INC., signed letter of intent to acquire the assets of Enviro Dynamic Systems Inc and announced new President and CEO of BSLM. BIO-SOLUTIONS MANUFACTURING, INC., (OTC BB:BSLM.OB), a Nevada Corporation announced today that it has signed a letter of intent to acquire the assets of Enviro Dynamic Systems Inc.(EDSI), a Nevada Corporation, and the to hiring its founder Mr. Michael O'Gorman, as the new President and CEO of BSLM. EDSI was founded and incorporated in 2002 by Michael O'Gorman. The company designs and builds co-generation plants and incorporates unique and proprietary state-of-the-art designed ancillary profit centers of aquaculture and hydroponics farming. Thus utilizing the co-generation plant's excess thermal energy. These ancillary profit centers are unique to EDSI's proprietary designs and insure 12 month growing seasons with pesticide free produce and fish. EDSI maintains corporate offices in New Jersey and Heraklion Crete. EDSI holds joint venture contracts with leading research and educational institutions such as Rutgers University and University of Maryland as well as major manufacturers of component parts. Mr. O'Gorman received his BS in Organic Chemistry in August of 1976 from St. Peter's College, and completed his MBA in International Finance in August of 1979 from Fairleigh Dickenson University, Graduate School of Business in Madison, New Jersey. He also received his Juris Doctor in 1982 from University of Connecticut at Bridgeport School of Law where he graduated in the top 2% of his class. His honors include The Presidents Award for Master Thesis and Who's Who among Students in American Universities and Colleges. BSLM is confident that with Mr. O'Gorman's education and background, his appointment as Director and President will be an asset to the company. According to O'Gorman, "The market is begging for safer and ecological enhancing products and services needed to preserve the environment and protect our future generations. I am looking forward to using my talents and leadership experience to work towards achieving this end and bringing value to our investors." Krish Reddy, PhD recently announced that he has resigned his post as CEO and Director of BSLM and will assume the position as Chief Administrator in the Department of Technology and Research and Development. Dr. Reddy will continue to focus his efforts on the development of new products, and the design, improvement, modification and quality control of all existing products. About Bio Solutions Manufacturing Inc. Bio Solutions has developed superior microbiological products for waste bioremediation. Bio currently services many municipal collection systems and a growing number of food service facilities in the United States. The company's products have been approved by an ever-growing number of municipalities for use in food service facilities that produce waste products introduced into the municipal collection systems. Bio Solutions' products treat waste in an environmentally friendly and safe manner in compliance with Federal and State government standards. Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results. Contact Information: Loyola Financial Shareholder Services Email: bslm@4lfs.com Phone: 1.800.963.6535 Online company profile: http://www.4lfs.com/clients.asp -----END PRIVACY-ENHANCED MESSAGE-----