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): November 21, 2005
Omnimed International, Inc.
(Exact name of registrant as specified in its charter)
Nevada 033-25126 D 85-0368333 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) |
2 Ridgedale Avenue, Suite 217, Cedar
Knolls, NJ 07927 (Address of principal
executive offices) (zip code)
(973) 993-8001
(Registrant's telephone number,
including area code)
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 (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 5.03 Amendment to Articles of Incorporation or Bylaws.
Effective November 21, 2005 the Registrant changed its name from Bio-Solutions International, Inc. to Omnimed International, Inc. In addition, effective November 23, 2005, the Registrant's quotation symbol on the OTC Bulletin Board is expected to change from BSOU.OB to OMDI.OB.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits Exhibit Number Description -------------------------------------------------------------------------------- 3.1 Articles of Merger changing the Registrant's name to Omnimed International, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Omnimed International, Inc.
Dated: November 22, 2005 By: /s/ Milton Hauser --------------------- Name: Milton Hauser Title: President, Chief Executive Officer, Acting Chief Financial Officer |
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
SUBMIT IN DUPLICATE
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200).
Name of merging entity Nevada Corporation ------------------------------------ -------------------------- Jurisdiction Entity type and, BIO-SOLUTIONS INTERNATIONAL, INC. -------------------------------------------------------------------------------- Name of surviving entity Nevada Corporation ------------------------------------ --------------------------- Jurisdiction Entity type |
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):
3) (Choose one)
[_] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200)
[X] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity)
(a) Owner's approval was not required from:
and, or;
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
(b) The plan was approved by the required consent of the owners of:
and, or;
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160)
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
and, or;
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)
ARTICLE FIRST is amended to change the name of the corporation to OmniMed International, Inc.
6) Location of Plan of Merger (check a or b):
______________(a) The entire plan of merger is attached;
or,
__X___________(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional): November 21, 2005
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4289
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)
/s/ Milton Hauser President 11/11/05 -------------------------------------------------------------------------------- Signature Title Date |
/s/ Milton Hauser President 11/11/05 -------------------------------------------------------------------------------- Signature Title Date |