SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported): July 23, 2014
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)
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] 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
We entered into an agreement dated July 23, 2014 with Prince Marketing Group
Limited. Pursuant to this agreement Prince Marketing agreed to sell to our
company the rights to acquire a twenty percent ownership interest in a Cell
Culture and Tissue Engineering Laboratory established and owned by Dr. Roberto
Fernandez Vina, M.D., an authority on and provider of bone marrow stem cell
treatments. The Laboratory is located within the confines of Clinica San Nicolas
in San Nicolas de los Arroyos, Province of Buenos Aires, Argentina.
Pursuant to the agreement, our company will pay Prince Marketing a purchase
price of $275,000 of which $250,000 will be used to make improvements to the
Laboratory and $25,000 is a non-refundable deposit paid by way of a promissory
note payable on demand and bearing interest at the rate of ten percent per annum
compounded annually. The closing date of the agreement is October 15, 2014.
The agreement is conditional upon the company completing an inspection of the
facility and other due diligence by September 30, 2014.
The agreement is further conditional that "...The Company will within 15 days of
the Effective Date provide Prince with a copy of a termination letter from the
Securities and Exchange Commission of the United States of America (the "SEC")
issued pursuant to S. 2.6.2 the SECURITIES AND EXCHANGE COMMISSION ENFORCEMENT
MANUAL published October 9, 2013. The termination letter is to include wording
to the effect that with respect to the Order of Suspension of Trading of shares
of the Company issued by the SEC on November 25, 2015, the Commission's
investigation with regard to the Company is completed and they do not intend to
recommend any enforcement action by the Commission. If this condition is not
met, then the condition completion date will automatically be extended to the
Closing Date, however Prince shall then have the right to demand fulfillment of
the condition within seven days, the fulfillment date to be calculated from and
including the date of notice.,,", and "..."On or before October 15, 2014 the
Company's shares will be quoted for trading on a public stock exchange or stock
quotation system other than the Grays that is acceptable to Prince...."
Prince holds 3,202,036 shares of our Company's stock, representing 6.98% of the
issued shares. The director of Prince, Peter Merry, has performed legal and
consulting services on behalf of our Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Agreement between our company and Prince Marketing Group Limited dated
July 23, 2014
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: July 23, 2014
LIFE STEM GENETICS INC.
By: /s/ Gloria Simov
President, Chief Executive Officer and Director