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~~February 149, ~~2014 ___________________~~2015___________________

BIOCUBE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

State or Other Jurisdiction of Incorporation

333-137920 20-3547389

(Commission File Number)

(IRS Employer Identification Number)

1531 Smithtown Avenue

Bohemia, NY 11716

(Address of principal executive offices, zip code)

888-827-7901

Registrant’s telephone number, including area code

__________________________10 Blackledge Ct. Closter NJ 07624________________________

(Former address)

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 1.01. Entry into a Material Definitive Agreement.

On February 9, 2015 the Board of Directors ratified, confirmed and approved the entry into a consulting agreement (the “Consulting Agreement”) with JEC Consulting Associates, LLC (“JEC”). Pursuant to the Consulting Agreement, JEC shall provide certain requested business, advisory, strategic and administrative services to the Company. In exchange for JEC’s services to the Company, JEC shall receive a monthly retainer of $10,500, or $126,000 annually. During the first six (6) months of the Consulting Agreement, the Company may pay JEC in the form of non-interest bearing notes convertible into the common stock of the Company at $0.0162 per share. In addition, the Company granted JEC 750,000 shares of the Company’s common stock upon the execution of the Consulting Agreement.

JAN E. CHASON became a member of the Board of the Company on February 9, 2015. Mr. Chason has been a member of the Board of several public companies, currently including MasterBeat Corporation. Since January 2012, he has served as the Chief Financial Officer of a privately-owned marketing agency that specializes in representing high-profile culinary personalities and brands and in addition through Mr. Chason’s consulting firm he provides financial advisory services to several entrepreneurial companies. Mr. Chason served as the Chief Financial Officer or in other senior financial roles for many public companies since 1994 including Spring Creek Healthcare Systems, Inc., United Health Products, Inc., Halcyon Jets Holdings, Inc., Ckrush Inc., Majesco Entertainment Company; Clear Channel Broadcasting, SFX Entertainment, Inc., The Marquee Group, Inc. and Triathlon Broadcasting, Inc. Mr. Chason was also formerly a partner at Ernst & Young. Mr. Chason, 69, is a certified public accountant and has a Bachelor of Business Administration from City College of New York.

The above description of the Consulting Agreement is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Consulting Agreement, this reference is made to such agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by this reference.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(d) ~~November~~Election ~~14, 2014, the Board~~ of ~~Directors~~New received and accepted the resignation of Mr. Boris Rubizhevsky as the Chief Executive Officer and member of the Board of Directors. As the sole member of the Board of Directors, Boris Rubizhevsky made his last act as standing Board of Directors to appoint Mr. Paul Lisak as the sole Director~~, pursuant to the Bylaws of the Company and as Chief Executive Officer and other executive positions as may be required.~~

~~Familial~~On ~~Relationships~~February 9, 2015 the Board of Directors elected Jan E. Chason as a director of the Company. Mr. Chason for a term of one year. As compensation for his services, Mr. Chason will receive the following:

~~There are no familial relationships between Mr. Paul Lisak and the Company.~~ (i)

~~Biographical~~Options ~~Information~~to acquire 250,000 shares of the Company’s common stock at an exercise price of $0.0162 that shall immediately vest and have a term of five (5) years from issuance and shall be exercisable on a cashless basis;

~~Mr. Lisak is an extensively educated and highly experienced professional. After serving in the United States Marines, he earned a Bachelor of Science in Biology; a Minor in Chemistry~~ (BSii); a Bachelor in Environmental Science (BA); and a Master of Science degree in Environmental/Occupational Health. Mr. Lisak is a registered Environmental Health Specialist and a nationally recognized Specialist in hazardous materials. He is currently Chairman of the publicly traded Synergetics, Inc. a company that specializes in environmental projects, and one that has affiliate operations in St Petersburg, Russia; China and Europe and anticipates expansion into North America. He has long been involved in alternative energy, and is the former CEO of JPL Environmental, Inc. (JPLE), an environmental health and hazardous materials consulting firm established in 1989 that specialized in alternative energy projects, such as waste to energy, solar, wind, thermal, geothermal, permitting/licensing, and site remediation. His responsibilities also included teaching all personnel in all the diagnostic testing technologies created to test for the presence of any harmful pathogens. During that time, he helped write a number of current laws while working closely with Federal, State, County, and City agencies throughout the United States and Mexico. In addition to his business experience, Mr. Lisak was an Assistant/Associate Professor and taught classes at the California State Universities located in Northridge and Fullerton, and at the University of California Los Angeles (UCLA).

~~Ownership~~$1,500 for each meeting attended in person, including the Annual Meeting of ~~Certain~~the ~~Directors~~Shareholders, ~~and~~if ~~Management~~on a day other than a scheduled meeting of the Board of Directors;

~~Litigation~~(iii)

~~During~~$500 ~~the~~for ~~past~~attendance ~~ten~~at ~~years,~~a ~~Paul~~telephonic ~~Lisak~~meeting ~~has~~of ~~not been~~ the ~~subject~~Board of ~~the~~Directors; ~~following events:~~and

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;(iv)

2.A ~~Convicted~~maximum inof a$1,500 ~~criminal~~per ~~proceeding~~meeting to cover expenses related to the attendance at Board and/or iscommittee ameetings, ~~named~~or ~~subject~~actual ofcost aafter ~~pending~~submitting ~~criminal~~expense ~~proceeding~~reports, ~~(excluding~~if ~~traffic~~greater. ~~violations~~If ~~and~~international ~~other~~travel ~~minor~~is ~~offenses);~~required, first class airfare will be allowed.

3.(e) ~~The~~Compensatory ~~subject~~Arrangements of ~~any~~Certain order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;Officers.

i)As ~~Acting~~previously asdisclosed ain ~~futures~~the ~~commission~~Current ~~merchant,~~Report ~~introducing~~on ~~broker,~~Form ~~commodity~~8-K ~~trading~~filed ~~advisor,~~on ~~commodity~~November ~~pool operator~~14, ~~floor broker~~2014, ~~leverage~~Mr. ~~transaction~~Paul ~~merchant,~~Lisak ~~any~~was ~~other~~appointed ~~person~~as ~~regulated~~the byCompany’s ~~the~~Chairman ~~Commodity~~and ~~Futures~~CEO. ~~Trading~~Since ~~Commission~~that date, orMr. anLisak ~~associated~~has ~~person~~served ofwithout ~~any~~a ofcompensation ~~the~~arrangement. ~~foregoing~~On February 9, or2015 asthe Company entered into an ~~investment~~Executive ~~adviser,~~Employment ~~underwriter,~~Agreement ~~broker~~(“EEA”) orwith ~~dealer~~Mr. Lisak, whereby in ~~securities,~~exchange orfor his services as anChairman ~~affiliated~~and ~~person~~CEO, ~~director~~the orCompany ~~employee~~shall ofpay ~~any~~Mr. ~~investment~~Lisak ~~company~~One Hundred and Fifty Thousand Dollars ($150,000). ~~bank~~For successive terms, ~~savings~~Mr. ~~and~~Lisak’s ~~loan~~base ~~association~~salary orshall ~~insurance~~be ~~company,~~increased orby ~~engaging~~an amount equal to not less than Ten Percent (10%) times the base salary then in oreffect, ~~continuing~~plus any ~~conduct~~additional oramount ~~practice~~determined inby ~~connection~~the ~~with~~Compensation ~~such~~Committee ~~activity;~~of ~~ii)~~the ~~Engaging~~Company’s Board of Directors. In addition, Mr. Lisak shall be eligible for an annual bonus in ~~any~~the ~~type~~discretion of ~~business~~the ~~practice;~~Company’s orBoard of Directors.

~~iii)~~The ~~Engaging~~above indescription ~~any~~of ~~activity~~the Executive Employment Agreement is intended as a summary only and is qualified in ~~connection~~its ~~with~~entirety by the ~~purchase~~terms orand ~~sale~~conditions set forth therein, and may not contain all information that is of ~~any~~interest ~~security~~to orthe ~~commodity~~reader. orFor infurther ~~connection~~information ~~with~~regarding ~~any~~the ~~violation~~terms and conditions of ~~Federal~~the orExecutive ~~State~~Employment ~~securities~~Agreement, ~~laws~~this orreference ~~Federal~~is ~~commodities~~made ~~laws;~~to such agreement, which is filed hereto as Exhibit 10.2, and is incorporated herein by this reference.

4.ITEM The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 39.~~i in the preceding paragraph or to be associated with persons engaged in any such activity;~~01.

5.Financial ~~Was~~Statements ~~found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law,~~ and ~~the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;~~Exhibits

6.(d) Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;Exhibits.

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


Exhibit Number		Description
10.1		Consulting Agreement by and between the Company and JEC Consulting Associates, LLC, dated February 9, 2015.
10.2		Executive Employment Agreement by and between the Company and Paul Lisak, dated February 9, 2015.

i) Any Federal or State securities or commodities law or regulation; or ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, orSIGNATURES

~~iii)~~Pursuant ~~Any~~to ~~law~~the orrequirements ~~regulation~~of ~~prohibiting~~the ~~mail~~Securities orExchange ~~wire~~Act ~~fraud~~of or1934, ~~fraud~~the inregistrant ~~connection~~has ~~with~~duly ~~any~~caused ~~business~~this ~~entity;~~report orto be signed on its behalf by the undersigned thereunto duly authorized.

~~8. Was the subject of~~BIOCUBE, ~~or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U~~INC.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Material~~Date: ~~Plans~~February 18, ~~Contracts or Other Arrangements~~2015

~~There~~/s/ ~~are~~Paul ~~no Material Plans, Contracts or other Arrangements between the Company and Mr.~~ Lisak.

~~SIGNATURES~~Paul Lisak

~~Pursuant~~Chief toExecutive ~~the~~and ~~requirements~~Financial ~~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.~~Officer

BIOCUBE, INC.

Date: November 14, 2014

/s/ Paul Lisak

Paul Lisak

Chief Executive and Financial Officer

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