Item
3.02 UNREGISTERED SALES OF
EQUITY SECURITIES
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. On that
date, Mr. Scott Gallagher purchased 10,000,000 shares of the Company'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, for $150,000. As a result of these
purchases, Mr. Gallagher acquired the beneficial ownership of 10,000,000
shares
of common stock, constituting 95.6% of the Company's common
stock.
For
these
issuances, the Company relied on the exemption from the registration
requirements of the Securities Act provided by Rule 506 of Regulation
D. The persons who received such unregistered shares were either
accredited investors (as that term is defined in Rule 501(a) of Regulation
D),
or alone or through a purchaser representative had such knowledge and experience
in financial and business matters as to be capable of evaluating the risks
of
the investment, and received information regarding the Company and the
acquisition transaction. All stock certificates bear a restrictive
legend stating that the shares have not been registered under the Securities
Act
and cannot be sold or otherwise transferred without an effective registration
or
an exemption therefrom.
Item
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Effective
January 10, 2008, the Company executed an 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 and
Chief
Executive Officer, David Chin resigned, leaving Mr. Gallagher as the sole
remaining director.
Pursuant
to the terms of the Employment Agreement, Mr. Gallagher was engaged to serve
as
Chairman and Chief Executive Officer for a period of two years, subject to
earlier termination. Pursuant to the Employment Agreement the Company agreed
to
pay Mr. Gallagher an annual salary of $100,000 and other benefits of a nature
consistent with his position.
In
connection with his appointment as Chairman and Chief Executive Officer,
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 Chief Executive Officer of FTS Group, Inc. since January 2002.
Item
8.01 OTHER EVENTS
Following
his appointment as the Company’s Chief Executive Officer and Director, Mr.
Gallagher moved its principal place of business to; 300 State Street East,
Suite
226, Oldsmar Florida 34677, and changed the main Company phone number to
727-417-7807.
The
foregoing description of the terms and conditions of the Employment Agreement,
Stock Purchase Agreement with Scott Gallagher, Stock Purchase Agreement with
221
Fund, LLC and the Resignation Letter from David Chin is qualified in its
entirety by, and made subject to, the more complete information set forth
in the
Employment Agreement, filed as Exhibit 10.1 to the Form 8-K filed January
10,
2008, and incorporated herein by reference, the Stock Purchase Agreement
with
Scott Gallagher, filed as Exhibit 10.2 to the Form 8-K filed January 10,
2008,
and incorporated herein by reference, the Stock Purchase Agreement with 221
Fund, LLC, filed as Exhibit 10.3 to the Form 8-K filed January 10, 2008,
and
incorporated herein by reference and the Resignation Letter from David Chin,
filed as Exhibit 17.1 to the Form 8-K filed January 10, 2008, and incorporated
herein by reference.
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 believes 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 9.01
FINANCIAL STATEMENTS AND EXHIBITS
|
10.1
|
Executive
Employment Agreement between the Company and Scott Gallagher, dated
January 10, 2008 (filed as Exhibit 10.1 to the Form 8-K filed January
10,
2008, and incorporated herein by reference).
|
|
10.2
|
Stock
Purchase Agreement between the Company and Scott Gallagher, dated
January
10, 2008 (filed as Exhibit 10.2 to the Form 8-K filed January 10,
2008,
and incorporated herein by reference).
|
|
10.3
|
Stock
Purchase Agreement between the Company and 221 Fund, LLC, dated
January
10, 2008 (filed as Exhibit 10.3 to the Form 8-K filed January 10,
2008,
and incorporated herein by reference).
|
|
17.1
|
Resignation
Letter between the Company and David Chin, dated January 10, 2008
(filed
as Exhibit 17.1 to the Form 8-K filed January 10, 2008, and incorporated
herein by reference).
|