UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 ~~May 23~~5, 2012

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Biostem U.S. Corporation

(Exact Name of Registrant as Specified in Its Charter)

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Nevada		333-158560		80-0324801
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13555 Automobile and Umberton Road, Suite 110 Clearwater, FL 33762

(Address of Principal Executive Offices) (Zip Code)

(727) ~~804~~446-~~4527~~5000

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (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 15.0103 Amendments ~~Entry~~to ~~into~~Articles aof ~~Material Definitive Agreement~~Incorporation.

OnEffective ~~May~~November 235, 2012, (the ~~Company entered into a stock purchase agreement, a copy of which is attached hereto as Exhibit 10.1, with Elco Securities Ltd. (~~“~~Elco~~Record Date”), ~~pursuant to which~~ the Company ~~agreed~~filed toa ~~sell~~Certificate toof ~~Elco,~~Change ~~and~~with ~~Elco agreed to purchase from~~ the ~~Company,~~State ~~20,000,000 shares~~ of ~~common~~Nevada ~~stock~~to ofeffectuate ~~the~~a ~~Company~~ 1-for ~~an aggregate purchase price of $5~~-1,000~~,000,~~ ~~which~~reverse ~~amount is payable in six equal monthly installments. The~~ stock ~~purchase~~split ~~agreement provides that the closing~~ of ~~the~~its ~~forgoing~~authorized ~~transaction~~and ~~will~~issued ~~occur~~and onoutstanding ~~July~~common ~~1, 2012 or at such other time as the parties may agree~~stock.

Item 38.0201. ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

~~See~~Effective ~~Item~~November 5, 2012 (the “Record Date”), the Company undertook a 1-for-1,000 reverse stock split of its authorized and issued and outstanding common stock, rounding up any fractional shares resulting from the split.01 ~~above~~Immediately prior to the Record Date there were 600,000,000 shares of common stock authorized and 273,365,856 issued and outstanding. Immediately after the Record Date and the reverse stock split there were 600,000 shares of common stock authorized and 273,366 issued.

~~The~~Item shares will be issued to Elco in reliance on exemptions from registration, including those provided by Section 4(2) the Securities Act of 1933 and Regulation D promulgated thereunder, as the sale does not involve a public offering9.01 ~~Among~~Financial ~~other~~Statements ~~things, the Company did not engage in any general solicitation or advertising~~ and Elco is a sophisticated investor, who has full access to information about the Company and is acquiring the shares for its own account, for investment and not with a view to a public offering or distribution of the sharesExhibits.

ITEM 9.01 Financial Statements And Exhibits.

Exhibits

103.1 Certificate ~~Stock~~of ~~Purchase~~Change ~~Agreement~~filed ~~dated~~with ~~May 23, 2012 between~~ the ~~Company~~State ~~and~~of ~~Elco Securities Ltd.~~Nevada

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.

Dated: May 24, 2012	Biostem U.S. Corporation
Dated: November 7, 2012	Biostem U.S. Corporation
	By:	/s/ Dwight C. Brunoehler
		Dwight C. Brunoehler, Chief Executive Officer

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