Tasco Holdings International, Inc. 8-K
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): August 9, 2006
Tasco
Holdings International, Inc.
(Exact
Name of Company as Specified in Charter)
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Delaware
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0-32201
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33-0824714
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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8885
Rehco Road, San Diego, California 92121
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code: (619) 398-3517 ext. 308
23
Brigham Road, Worcester, Massachusetts 01609
(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 Company under any of the Following
provisions:
[
] Written
communication 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
August
9, 2006, Tasco Holdings International, Inc. (“Company”) entered into an
Agreement with Dr. Geoffrey O’Neill whereby Dr. O’Neill, as an independent
contractor and not as an employee, has agreed to act as Chief Scientific Advisor
to the Company (“Agreement”).
For
the
period beginning April 1, 2005 and ending July 3, 2006 Dr. O’Neill has been
President and a Director of Bio-Matrix Scientific Group, Inc. (“BMXP”), a
Delaware corporation.
BMXP
has
been the largest shareholder of the Company, beneficially owning over 78% of
the
shares outstanding, since July 3, 2006 when the Company issued 10,000,000 common
shares to BMXP in connection with the Company’s acquisition of Bio-Matrix
Scientific Group, Inc., a Nevada corporation
Services
to be performed by Dr. O’Neill pursuant to the Agreement include:
(i)
Preparing the Company in order that the Company shall be compliant with, and
ensuring the Company remains compliant with Current Good Manufacturing Practices
and Current Good Tissue Practice (cGMP & cGTP) as defined by the applicable
regulatory bodies ("cGMP/cGTP Compliance
(ii)
Assisting in the preparation of any and all documentation required in order
that
the Company may obtain any FDA or state licensing which the Company may be
required to obtain in connection with the Company's business
activities
(iii)
Preparing a comprehensive list of persons and organizations that are known
to
Dr. O’Neill to be qualified to assist the Company in achieving its objectives
(iv)
Preparing a comprehensive list of any and all equipment which may be needed
by
the Company in order that the Company may achieve its objectives regarding
storage of both cord blood and adipose tissue specimens ("Equipment List")
and
providing the Equipment List to the Company
(v)
Assist
in preparation of tagging/inventory systems
(vi)
Initiate and manage meetings with potential clients of the Company
(vii)
Assist the Company in identifying and negotiating with potential acquisition
targets
(viii)
Prepare proposals for, and apply for, grants on behalf of the
Company
(ix)
Lead
employee personnel as directed.
The
term
of the Agreement is for a period of one year commencing on September 1,
2006.
Pursuant
to the Agreement, the Company is obligated to compensate Dr. O’Neill by paying
him a monthly fee of $5,000 for the term of the Agreement in any combination
of
cash and/or common shares of the Company at the sole discretion of the
Company.
EXHIBIT
INDEX
| Exhibit
Number |
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Description
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Ex.10
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Form
of Agreement dated April 9, 2006 by and between Tasco Holdings
International, Inc. and Dr. Geoffrey
O’Neill
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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.
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TASCO
HOLDINGS INTERNATIONAL, INC.
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By:
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/s/ David
R. Koos
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David
R. Koos,
Chief
Executive Officer,
President
and Chairman
Date: August
11, 2006
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