usbio_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) June 1, 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
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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES.
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On June
1, 2008, we entered into an Internet Domain Name Purchase Agreement with
Smash Clicks, Inc., pursuant to which we agreed to purchase 100% of the domain
names Pediatricians.com, Psychiatrists.com and Podiatrists.com in exchange for a
Convertible Promissory Note in the amount of $1,000,000.
The
Promissory Note is payable by us in quarterly installments of $300,000
beginning on January 1, 2009, payable in either cash or stock at our
option. If we elect to make payments in stock, the amount of shares to be issued
will be calculated at 94% of the average closing price of our common stock
for the proceeding five (5) trading days as traded on the over the counter
bulletin board stock market. The Promissory Note is due October 31,
2009.
With
respect to the issuance of our securities described above, we relied on the
Section 4(2) exemption from securities registration under the federal securities
laws for transactions not involving any public offering. No advertising or
general solicitation was employed in offering the securities. The securities
were issued to an accredited investor. The securities were offered for
investment purposes only and not for the purpose of resale or distribution, and
the transfer thereof was appropriately restricted by us.
The
foregoing descriptions of the Internet Domain Name Purchase Agreement and the
Promissory Note do not purport to be complete and are qualified
in their entirety by reference to the full text of the Internet Domain
Name Purchase Agreement and the Promissory Note due October 31, 2009, filed
as Exhibits 10.1 and 10.2 to this report 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. Our
actual results could differ materially from those anticipated in the
forward-looking statements for many reasons including the risks described in our
annual report on Form 10-K and other filings we make from time to time filed
with the Securities and Exchange Commission. Although we 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. We
do not intend to update any of the forward-looking statements after the date of
this report to conform these statements to actual results or to changes in our
expectations, except as required by law.
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Internet
Domain Name PurchaseAgreement between the Company and Smash Clicks,
Inc., dated June 1, 2008 (filed herewith).
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10.2
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Promissory
Note due October 31, 2009, issued by the Company to Smash Clicks,
Inc. (filed herewith).
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SIGNATURE
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 hereunto
duly authorized.
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US Biodefense,
Inc. .
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(Registrant)
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Date
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June
3, 2008
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/s/
Scott Gallagher
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(Signature)
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Name:
Scott Gallagher
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Title: Chief Executive Officer
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