usbiodefense_8k.htm
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) January 10, 2008
US
BIODEFENSE, INC.
(Exact
name of registrant as specified in its charter)
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Utah
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000-31431
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33-0052057
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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300
State Street East, Suite 226, Oldsmar, Florida
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34677
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(727) 417-7807
(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):
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[
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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[
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
(17 CFR 240.14a-12)
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[
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the
Exchange Act (17 CFR 240.14d-2(b))
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[
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
5.01 CHANGES IN CONTROL OF REGISTRANT
Effective
January 10, 2008, US Biodefense, Inc. (the "Company") experienced a change
in
control as the result of a series of related transactions. Effective January
10,
2008, the Company executed an Executive Employment Agreement with Scott
Gallagher pursuant to which he became the Chairman of the Board and Chief
Executive Officer of the Company. Simultaneously, the former Chairman, David
Chin resigned, leaving Mr. Gallagher as the sole remaining director. Also
effective January 10, 2008, Mr. Gallagher acquired the beneficial ownership
of
10,000,000 shares of common stock of the Company, constituting 95.6% of the
Company's common stock. As a result of these transactions, Mr.
Gallagher has assumed control of the Company.
Pursuant
to the terms of the Employment Agreement, Mr. Gallagher was engaged to serve
as
Chairman and CEO for a period of two years, subject to earlier termination.
The
Agreement provides him with payment of an annual salary of $100,000 and other
benefits of a nature consistent with his position.
At
the time of executing the Executive Employment Agreement, Mr. Gallagher also
announced that he had agreed to purchase 10,000,000 shares of the Comany's
common stock, 5,000,000 of which were purchased directly by Mr. Gallagher
for $150,000 and 5,000,000 of which were purchased by 221 Fund, LLC, an
entity controlled by Mr. Gallagher in which he is the Chief Investment Officer
for $150,000. David Chin the Company's
former
chairman and CEO and only director approved Mr. Gallagher being named as the
Company's new Chairman and Chief Executive officer and then he
resigned.
In
connection with his appointment as Chairman and CEO, Mr. Gallagher has expressed
his intent to change the name of the Company to Internet Holdings Corp and
change the Company's business model to focus on the Direct Navigation Internet
Media space. Mr. Gallagher has served as Chairman and CEO of FTS Group, Inc.
since January 2002.
This report contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. The Company's actual results could differ materially from those
anticipated in the forward-looking statements for many reasons, including
the
risks described in its Form 10-KSB and other reports it files with the
Securities and Exchange Commission. Although management believe the expectations
reflected in the forward-looking statements are reasonable, they relate only
to
events as of the date on which the statements are made. The Company does
not
intend to update any of the forward-looking statements after the date of
this
document to conform these statements to actual results or to changes in its
expectations, except as required by law.
Item
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY AGREEMENT OF CERTAIN
OFFICERS
See
Item 5.01 above for a description of the resignation of directors of the
Company. None of such individuals had any disagreements with the
Company at the time of their resignation.
Item
8.01 OTHER EVENTS
Following
his appointment to the Company, Mr. Gallagher has moved its principal place
of
business to; 300 State Street East Suite 226, Oldsmar Florida 34677 and change
the main Company phone number to 727-417-7807.
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS
10.1
Executive Employment Agreement between the Company and Scott
Gallagher, dated January 10, 2008.
10.2
Stock Purchase Agreement between the Company and Scott Gallagher, dated January
10, 2008.
10.3
Stock Purchase Agreement between the Company and 221Fund, LLC, dated January
10,
2008.
17.1
Resignation Letter between the Company and David Chin, dated January 10,
2008.
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SIGNATURES
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Pursuant to the requirements
of
the Securities Exchange Act of 1934, the registrant has duly caused
this
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report
to be signed on its behalf
by the undersigned hereunto duly
authorized.
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US
BIODEFENSE,
INC.
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(Registrant)
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Signature
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Title
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Date
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/s/
Scott
Gallagher
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Chairman
and
CEO
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January
10,
2008
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Scott
Gallagher
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