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.
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(Exact Name of Registrant as Specified in its Charter)
New York 000-33229 16-1576984
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1161 James Street, Hattiesburg, MS 39401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (601) 582-4000
N/A
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(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.
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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
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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
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* Filed herewith
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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
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Patricia Spreitzer
Chief Financial Officer
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