8-K

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

October 1, 2014 

Date of Report (Date of earliest event reported)

BIO-SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-147917	90-0557171
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

40 Easthampton B, West Palm Beach, FL, 33417

(Address of Principal Executive Offices) (Zip Code)

(888) 987-6315

(Registrant’s telephone number, including area code)

N/A

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product from BTB Management LLC. BTB Management LLC was compensated with Fifteen Million (15,000,000) unregistered shares of the Company’s common stock. The agreement is attached as Exhibit 10.1.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015. Mr. Fleming was compensated with Fifteen Million (15,000,000) unregistered shares of the Company’s common stock. The consulting agreement is attached as Exhibit 10.2.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1	Intellectual Property Purchase Agreement dated October 1, 2014
10.2	Consulting agreement between Bio-Solutions Corp and Murray Fleming dated October 1, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIO-SOLUTIONS CORP.
DATE: October 2, 2014	By:	/s/ James Hodge
		James Hodge
		Chairman of the Board of Directors

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Intellectual Property Purchase Agreement dated October 1, 2014
10.2	Consulting agreement between Bio-Solutions Corp and Murray Fleming dated October 1, 2014

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EX-10.1

EXHIBIT 10.1

THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (the "Agreement") dated this 1^st day of October 2014 (the “Effective Date”),

BETWEEN:

BTB Management LLC whose legal address is 1712 Pioneer Avenue, Suite 5525, Cheyenne, WY, 82001(the 'Seller')

OF THE FIRST PART

- AND -

Bio-Solutions Corp. whose legal address is 40 Easthampton B, West Palm Beach, FL, 33417(the 'Purchaser')

OF THE SECOND PART

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Agreement, the parties to this Agreement agree as follows:

	Purchase of Intellectual Property
1.	The Seller hereby sells, assigns and transfers unto the Purchaser, all rights, title and interest, in and to, its “Glucose Health Natural Blood Sugar Maintenance” product (the Intellectual Property). To the extent that any such Intellectual Property is not directly transferable to the Purchaser, the Seller hereby grants to the Purchaser an exclusive, royalty-free, irrevocable, perpetual, world-wide license to make, have made, modify, manufacture, reproduce, sub-license, use and sell such non-transferable Intellectual Property; and any residual rights the Seller holds in such non-transferable Intellectual Property will be held by the Seller in trust for the sole benefit of the Purchaser.
	Consideration
2.	The Purchaser will pay in consideration and transfer to the Seller 15,000,000 shares of its common stock (the “Shares”) for the Intellectual Property.
3.	The Seller and the Purchaser both acknowledge the sufficiency of the consideration.
	Securities Law Representations
4.	The seller acknowledges the Shares have not been and are not being registered under the 1933 Act nor any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, (b) the seller shall deliver to the Purchaser or its transfer agent, an opinion of counsel, in a generally acceptable form, to the effect that such Shares to be sold, assigned or transferred, may be sold, assigned or transferred pursuant to an exemption from such registration, or (c) the seller provides the Purchaser with reasonable assurance that such Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the subsequent seller may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither the Purchaser nor any other Person is under any obligation to register the Shares under the 1933 Act or any state securities laws.

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5. The Seller understands that the certificates or other instruments representing the Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the form below may be placed against the transfer of such stock certificates:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

	General Representations
6.	The Seller warrants that (1) it is the legal owner of the Intellectual Property; (2) the Intellectual Property is free from all liens and encumbrances; (3) it has the right to sell the Intellectual Property.
7.	The Seller expressly disclaims all express or implied warranties as to fitness of the Intellectual Property for any particular purpose. The Purchaser has been given the opportunity to inspect the Intellectual Property or to have it inspected and the Purchaser has accepted the Intellectual Property in its existing condition.

8. The Seller makes no warranty, and no warranty will be deemed to exist, that the Purchaser holds the Intellectual Property free of the claim of any third person that may arise in the future from patent or trademark infringement.

9. Except for the above warranties, no other warranty (whether expressed, implied or statutory) is made by the Seller regarding the Intellectual Property.

	Remedies
10.	The Purchaser's exclusive remedy and the Seller's liability for any and all losses or damages resulting from the Intellectual Property or from any other cause will be limited to $1000.00.
	Notices
11.	Any notice to be given or document to be delivered to either the Seller or Purchaser pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:
	SELLER: 1712 Pioneer Avenue, Suite 5525, Cheyenne, WY, 82001
	PURCHASER: 40 Easthampton B, West Palm Beach, FL, 33417

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	General Provisions
12.	Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

13.	All representations and warranties of the Seller and Purchaser contained in this Agreement will survive the Effective Date of this Agreement.
14.	Either party to this Agreement may assign its rights under this Agreement, but the assignment will not change the duty of either party, increase the burden or risk involved, or impair the chances of obtaining the performance of the Agreement. However, no obligation for performance imposed on either party by this Agreement may be delegated to any other person without the prior written consent of the other party. Each party has a substantial interest in having the other party perform or control the acts required by this Agreement.
15.	This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
16.	This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, including the Wyoming Uniform Commercial Code and the Seller and the Purchaser hereby attorn to the jurisdiction of the Courts of the State of Wyoming.
17.	Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Wyoming on the date of execution of this Agreement.
18.	If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
19.	This Agreement will inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns.
20.	This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
21.	Time is of the essence in this Agreement.
22.	This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

-SIGNATURE PAGE FOLLOWS-

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IN WITNESS WHEREOF the parties have executed this Intellectual Property Purchase Agreement on this 1st day of October 2014.

BTB Management LLC
Per:	/s/ Murray Fleming
	Murray Fleming
	Managing Member

Bio-Solutions Corp.
Per:	/s/ James Hodge
	James Hodge
	Chairman & Interim Chief Executive Officer

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EX-10.2

EXHIBIT 10.2

MANAGEMENT CONSULTANT AGREEMENT

THIS AGREEMENT is made as of October 1, 2014 between Bio-Solutions Corp. (“Company”) and Murray Fleming (“Consultant”) and all provisions set forth in this Agreement shall govern.

1. Services. Mr. Fleming agrees to serve as the Company’s Chief Executive Officer.

2. Rate of Payment. In lieu of cash, the Company will issue Fifteen Million (15,000,000) unregistered shares of the Company’s common stock to the Consultant upon execution of this agreement.

3. TERMS FOR SERVICES. This agreement is for twelve months ending on October 1, 2015. Approved travel and other Company expenses will be reimbursed.

4. Confidential Information. Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of Such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

The Consultant hereby acknowledges that during the performance of this contract, the Consultant may learn or receive confidential Company information and therefore Consultant hereby confirms that all such information relating to the Company’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to the Consultant’s clerical or support staff or associates in order to enable Consultant to perform Consultant’s contract obligation.

5.INDEPENDENT CONTRACTOR. Consultant is an independent contractor. Consultant is not an employee, agent, joint venture or partner of Company. Nothing shall be interpreted as creating an employment relationship. Consultant shall have control of the manner and means by which its services are provided to Company. CONSULTANT IS SOLELY LIABLE FOR ANY FEDERAL AND STATE INCOME AND WITHHOLDING TAXES, UNEMPLOYMENT TAXES, FICA TAXES, AND WORKER'S COMPENSATION PAYMENTS AND PREMIUMS APPLICABLE TO THIS AGREEMENT.

6. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of the Consultant by any of its agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. The Company and Consultant acknowledge that they are entering into this Agreement solely on the basis of the representations contained herein.

7. GENERAL PROVISIONS. This Agreement is binding upon the parties hereto and their respective successors, assignees and personal representatives. This Agreement shall be interpreted, construed and governed in accordance with the laws of the State of Nevada. This Agreement may be executed in counterparts and may be executed by telefax signature, which shall be valid and binding as original signatures for all purposes (evidentiary or otherwise). 

-SIGNATURE PAGE FOLLOWS-

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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

BIO-SOLUTIONS CORP.
Per:	/s/ James Hodge
	James Hodge
	Chairman

Per:	/s/ Murray Fleming
	Murray Fleming
	Consultant

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