8-K

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): December 28, 2009

Commission file number:  333-152398 

Niusule Bio-pharmaceutical Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	2834	26-2401986
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	IRS I.D.

2533 North Carson Street, Carson City, NV	89706-0242
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number:  775-887-4880

N/A

(Former Name, Former Address and Former Fiscal Year, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item1.01 Entry into a Material Definitive Agreement.

Based on the Share Exchange Agreement (the "Agreement") made and entered into on December 28, 2009, between Niusule Biotech Corp., a Nevada corporation ("Buyer") and Mr. Peizhu Fan, a citizen of People’s Republic of China ("Seller"), currently a Director of Buyer, the Parties reached on December 28, 2009 a supplemental agreement to the terms of the Share Exchange Agreement (the “Supplemental Agreement”).

On March 1, 2010, Niusule gave notice (the “Notice”) that has been passed by company’s 2009 annual shareholders’ meeting to repurchase the common stock of the company sold from March 15-31, 2010 at USD0.5 per share. Specific repurchase procedures and other matters are set forth in the Notice.

The Supplemental Agreement and the Notice are filed as an exhibit to this report and should be referred to in their entirety for a complete description thereof.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See disclosure under Item 1.01 of this Report, which is incorporated by reference in this Item 3.02.

Item 3.02. Unregistered Sales of Equity Securities.

See disclosure under Item 1.10 of this Report, which is incorporated by reference in this Item 3.02.

Exhibits

10.1 Supplemental Agreement

10.2 Notice

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

	NIUSULE BIO-PHARMACEUTICAL CORP.
Date: November 12, 2010	By:	/s/ Qinghua Hu
		Qinghua Hu,
		Chairman

EX-10.1

EXHIBIT 10.1

Share Exchange Supplemental Agreement

December  2009

Party A: Niusule Biotech Corp.

Party B: Tianjin Behigh Pharmaceutical Co., Ltd

Party C: Mr. Peizhu Fan

Based on the Share Exchange Agreement signed on Dec.28th.2009, the Parties have reached an supplemental agreement through friendly consultation as following:

1. Party B shall provide the audited financial report for the fiscal year 2008 and 2009 which should be audited by qualified auditing firm which approval by the Chinese Government.

2. Based on the sales revenue of 2009 which is about RMB 30 million (5% net income) expected by Party B, Party A doubles it to RMB 60 million as Party B’s company asset and acquires 45% equity interest of Party B  which is hold by Mr. Peizhu Fan.

3. Since the date of agreement signed, Party C is responsible for the operation and management of Party B and ensures that the sales revenue will be over RMB 34 million each year in the next 3 years, with which the net profit increased by 15-20%.

4. Party C shall complete the delivery and other associated procedures in China within one month after the execution of the agreement and transfer 45% equity of Party B to Niusule Bio-engineering (Hangzhou) Co.,Ltd which is Party A’s wholly-owned subsidiary. The expense shall be covered by Party C.

5. Party A shall file with SEC and complete the delivery and other associated procedures in U.S. within one month after the execution of the agreement. The expense shall be covered by Party A. Party A shall transfer 8,000,000 shares of common stock to Party C and the expense shall be covered by Party C.

6. Party B shall provide the audited financial report for the fiscal year 2009 before January25th,2010. Party B shall submit the financial statements to Party A within 10 days after the end of each month.

7. Party A shall submit financial statements to SEC on time after the end of each quarter.

8. If major events occurred for Party B, Party B shall inform Party A 5 days in advance. The event can not be disclosed to the public until Party A files 8-k with SEC.

9. If major events occurred for Party A, Party A shall inform Party B in advance. The event can not be disclosed to the public until Party A files 8-k with SEC.

10. Party B appoints Mr. Peizhu Fan to join the Board of Directors of Party A and shall provide his resume to Party A to file with SEC. Party A shall inform Party B the time and address of the board meeting 15 days in advance, Party B shall participate actively.

11. Party A appoints Mr. Baoquan Lu to join the Board of Directors of Party B and shall provide his resume to Party B to file with Industrial and Commercial Bureau. Party B shall inform Party A the time and address of the board meeting 15 days in advance.

12. Party A shall not involve in daily business activities of Party B. The implementation of the agreement is governed by the Board of Directors.

13. Party B will not involve in daily business activities of Party A. The implementation of the agreement is governed by the Board of Directors.

14. Party A and Party B should provide true and valid financial statements and related information; if there is any artificial or fake, the provider shall bear all legal responsibilities and economic compensation.

15. Mr. Peizhu Fan ensures that after he receive 8,000,000 shares of common stock from Niusule, he will not transfer more than 750,000 shares in 2010 and 500,000 shares in 2011.

16. After delivery, Party A applies to be up listed to either of the U.S. main board of the stock market (Nasdaq, Amex or NYSE) while Party B shall provide the audited financial report and related document according to the agreement. If Party A fails to apply for up listing within 6 months, Party C shall have the right to ask for the return of his equity at the original price. Party A  shall compensate Party C  the actual costs happened from December  2009 till the date Party C submit request which shall be based on the actual amount of the notes of the additional tax paid and other fees.

17. During the above application, if Party B does not submit the financial statements and related documents on time, or provides invalid data, Party A shall have the right to ask for the return of shares at the original price.

18. Party C is responsible for the operation and management of Party B, and after the achievement of the above third term, Party C shall have the right to repurchase 5% equity of Party B from Party A at the original price.

This supplemental agreement has the same legal effects as the Share Exchange Agreement.

Party A: Niusule Biotech Corp. Chairman: Qinghua Hu Date: 12/28/2009  Party B: Tianjin Behigh Pharmaceutical Co., Ltd Legal Representative: Peisong Fan Date: 12/28/2009

Party C: Peizhu Fan

Date: 12/28/2009

EX-10.2

EXHIBIT 10.2

The Notice of the repurchase of stock of Niusule Bio-tech Corp.

 (personal equity)

It has been passed by company’s 2009 annual shareholders’ meeting to repurchase the common stock of the company sold from March 15-31, 2010 at USD0.5 per share. Specific repurchase procedures are as follows:

1.   Repurchase object: personal common shares (outstanding shares) of Niusule Biotech Corp.

2.   Repurchase price: the repurchase price is USD0.5 per share

3.   Period of repurchase: Oct.1.2010-Oct.31.2010

4.   Location of repurchase: Niusule Bio-engineering (Hangzhou) Corp. (Please make appointment in advance).

Business hours: 9:00-11:30 am, 1:30-5:00pm, it does not open for business every Friday afternoon and in sabbatical leave and holidays.

5.   Required documents for repurchase and various situations:

(1)   In person: Individual shareholders shall bring the original copy and photo copy of ID card, original copy of the stock certificate, sign the repurchase agreement, return the certificate to Niusule, and receive the payment base on the repurchase price per share.

(2)    For other cases:

1.   Shareholders entrust other people: besides the required document above, trustee shall bring the original copy of the letter of authorization which notarized by district or higher level notary public, and the original copy and photo copy of trustee’s ID card to process the repurchase procedure.

2.   Shareholders divorce: besides the required document above, the shareholder shall bring the original copy of the written judgment or mediation decision and the original copy and photo copy of ID card.

3.   Shareholder death: besides the required document above, the successor shall bring the original copy of the notarized succession certificate and the original copy and photo copy of ID card.

                                                                            Niusule Biotech Corporation

                                                      March.1st. 2010

Address:

Room 1301-2 Central Bldg., #271

S. Hushu Rd., Hangzhou, China 310005

Office:  86-571-8839-2976

Transfer agent: www.transferonline.com

Niusule Bio-tech Corporation

Phone: (001) 626-446-4688