UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): of

~~________~~the ~~February~~Securities ~~10,~~and ~~2015___________________~~Exchange Act of 1934

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 07, 2016

BIOCUBE, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

DELAWARE


Delaware	333-137920	20-3547389
(State of Organization)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

~~State~~1531 orSmithtown ~~Other~~Avenue, ~~Jurisdiction~~Bohemia, ofNY ~~Incorporation~~11716

~~333-137920 20-3547389~~ (Address of principal executive offices)

~~(Commission~~Registrant’s ~~File~~telephone ~~Number)~~ number, including area code: 888-827-7901

~~(IRS~~Check ~~Employer~~the ~~Identification~~appropriate ~~Number)~~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:

~~1531~~ . Written ~~Smithtown~~communications ~~Avenue~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Bohemia,~~ . Soliciting NYmaterial ~~11716~~pursuant to Rule 14a-12 under the Merger Act (17 CFR 240.14a -12)

. Pre-commencement communications pursuant to Rule 14d-2(~~Address~~b) ofunder ~~principal~~the ~~executive~~Merger ~~offices,~~Act ~~zip~~(17 ~~code~~CFR 240.14d -2(b))

~~888~~ . Pre-~~827~~commencement communications pursuant to Rule 13e-~~7901~~4(c) under the Merger Act (17 CFR 240.13e -4(c))

~~Registrant’s~~ITEM ~~telephone~~4.01. ~~number,~~CHANGES ~~including~~IN ~~area~~REGISTRANT’S ~~code~~CERTIFYING ACCOUNTANT.

~~__________________________10~~(a) ~~Blackledge~~Dismissal ~~Ct.~~of ~~Closter~~Independent NJRegistered ~~07624________________________~~Public Accounting Firm

On June 07, 2016, Li and Company, PC (~~Former~~“Li”) ~~address~~was dismissed as the independent registered public accounting firm of BioCube, Inc. (the “Company”). The Company’s Board of Directors, acting in the capacity of an audit committee, approved the dismissal of Li.

~~Check~~Li ~~the~~did ~~appropriate~~not ~~box~~report ~~below~~on ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under~~ any of the ~~following~~Company’s ~~provisions~~financial ~~(see General Instruction A~~statements.~~2. below):~~

☐The ~~Written~~Company ~~communications~~provided ~~pursuant~~Li with a copy of the foregoing disclosures and requested Li to ~~Rule~~furnish ~~425~~the ~~under~~Company with a letter addressed to the Securities ~~Act~~and ~~(17~~Exchange ~~CFR~~Commission ~~230~~stating whether or not Li agrees with the disclosures.~~425)~~ A copy of Li’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

☐(b) ~~Soliciting~~New ~~material~~Independent ~~pursuant~~Registered toPublic ~~Rule~~Accounting ~~14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Firm

☐As ~~Pre-commencement~~of ~~communications~~June ~~pursuant~~01, 2016, the Company’s Board of Directors, acting in the capacity of an audit committee, is actively searching for a Company’s new independent registered public accounting firm to ~~Rule~~act ~~14d-2(b)~~as ~~under~~the principal accountant to audit the ~~Exchange~~Company’s ~~Act~~financial ~~(17~~statements ~~CFR~~and ~~240.14d~~will issue Form 8-~~2(b))~~K report when such firm is engaged.

☐ITEM ~~Pre~~9.01. ~~commencement~~FINANCIAL ~~communications~~STATEMENTS ~~pursuant~~AND ~~to Rule 13e 4(c) under the Exchange Act (17 CFR 240~~EXHIBITS.~~13e 4(c))~~

ITEM 1.01. Entry into a Material Definitive Agreement.


Exhibit No.		Description

16.1		Letter to the Securities and Exchange Commission from Li, and Company, PC regarding the matters disclosed in Item 4.01 of this Current Report on Form 8-K.

On February 10, 2015, Biocube, Inc. (the “Company”) entered into a Joint Venture Agreement (the “JV Agreement”) with IUT Medical GmbH (“IUT”), a German corporation specializing in the research, development and manufacturing of chemical analytic sensors and devices (collectively, the SIGNATURES

~~“Venturers”).~~Pursuant ~~The~~to ~~purpose~~the requirements of the JVSecurities ~~Agreement~~and isExchange toAct ~~form a separate entity that will exclusively distribute a device capable~~ of ~~detecting~~1934, ~~marijuana in breath (~~the ~~“BT~~Registrant ~~Device”)~~has ~~worldwide.~~duly Incaused ~~addition,~~this ~~the~~report ~~entity~~to ~~will~~ be ~~the~~signed ~~exclusive~~on ~~distributor~~its inbehalf ~~the United States and Canada for other products manufactured~~ by ~~IUT (“Other IUT Products”). The entity was established under~~ the ~~laws~~undersigned ofhereunto ~~the~~duly ~~State of New Jersey as corporation with the name “IUT Technologies, Inc~~authorized.~~” (“IUT Tech.”).~~

Pursuant to the terms of the JV Agreement, IUT licensed certain intellectual property and know-how to IUT Tech. to facilitate the development of the BT Device. IUT also granted IUT Tech. the exclusive right to distribute the BT Device worldwide and the exclusive right to distribute Other IUT Products in the United States and Canada. In exchange for IUT’s obligations and efforts, the Company issued IUT Two Million (2,000,000) restricted shares of its common stock.


Date: June 07, 2016	BIOCUBE, INC.



	By:	/s/ Paul Lisak
		Name: Paul Lisak
		Title: Chief Executive and Financial Officer

~~The initial ownership of IUT Tech. is allocated between the Venturers as follows: 51% to the Company and 49% to IUT. The JV Agreement is for an indefinite term.~~2

The foregoing does not purport to be a complete description of the rights and obligations of the parties under the JV Agreement and is qualified in its entirety by reference to the JV’s full text, which is attached an exhibit to this Current Report on Form 8-K.

ITEM 3.02. Unregistered Sales of Equity Securities.

See Item 1.01 above with respect to the issuance of 2,000,000 shares of common stock of the Company.

The issuance of the securities described above was completed in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Joint Venture Agreement by and between the Company and IUT Medical GmbH, dated February 10, 2015.

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 thereunto duly authorized.

BIOCUBE, INC.

Date: March 4, 2015

/s/ Paul Lisak

Paul Lisak

Chief Executive and Financial Officer

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