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EX-10.1 - SUBSCRIPTION AGREEMENT - Life Stem Genetics Inc.ex10-1.txt

                                  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

       Date of Report (Date of Earliest event Reported): October 21, 2013


                             LIFE STEM GENETICS INC.
             (Exact name of registrant as specified in its charter)

             Nevada                     333-183814                80-0832746
 (State or other jurisdiction of       (Commission              (IRS Employer
of incorporation or organization)      File Number)          Identification No.)

           433 North Camden Drive, Suite 400, Beverly Hills, CA 90210
                    (Address of principal executive offices)

                                 (310) 279-5234
              (Registrant's telephone number, including area code)

          (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 (see General Instruction A.2. below):

[ ] 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
    (17CFR240.14a-12)

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17CFR240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
    Exchange Act (17CFR240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT Effective October 21, 2013, we entered into a private placement agreement with one person (the "SUBSCRIBER"). Pursuant to the agreement, we agreed to the issuance of 500,000 units (each, a "UNIT") at a price of $1.00 per Unit. Each Unit consisted of one share of our common stock (a "SHARE") and one warrant (a "WARRANT"). Each Warrant is exercisable by the Subscriber into one common share of our company stock (a "WARRANT SHARE") at price of $1.00 per Warrant Share for a period of 12 months. The total proceeds from this private placement was $500,000. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On October 21, 2013, we issued an aggregate of 500,000 shares of our common stock pursuant to the private placement agreement referred to above. We issued an aggregate of 500,000 shares of our common stock to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 10.1 Form of Subscription Agreement between our company and the Subscribers. 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. Dated: October 22, 2013 LIFE STEM GENETICS INC. By: /s/ Gloria Simov ----------------------------------------------- Gloria Simov President, Chief Executive Officer and Director