| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| |
| <R>Amendment Number 1 to |
| FORM 8-K/A</R> |
| |
| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| |
| Date of Report (Date of earliest event reported): August 7, 2006 |
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| |
| US BIODEFENSE, INC. |
| (Exact name of Registrant as specified in charter) |
| |
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| Utah |
|
000-31431 |
|
33-0052057 |
| (State of Other Jurisdiction |
|
(Commission |
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(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
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| 375 South 6th Avenue |
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| City of Industry, California |
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91746 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
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| Registrant’s telephone number, including area code: |
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(626) 961-8039 |
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| 13674 E. Valley Blvd. |
| City of Industry, California 91746 |
| (Former Name or Former Address, if Changed Since Last Report) |
| ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
| |
| On August 7, 2006, the Registrant entered into a Stock Purchase Agreement (“Agreement”) with Charles |
| Wright and Emergency Disaster Systems, Inc., a California corporation (“EDS”), pursuant to which the Registrant |
| acquired 1,000 shares of common stock of EDS (the “Shares”), which represents all of the issued and outstanding |
| common stock of EDS, from Mr. Wright. Under the terms of the Agreement, the Registrant agreed to purchase the |
| Shares for an aggregate of $25,000, paid in cash upon execution of the Agreement from the Registrant’s corporate |
| checking account. As a result of the purchase of all of the issued and outstanding common stock of EDS, EDS will |
| become a wholly-owned subsidiary of the Registrant. |
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| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS |
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| Exhibit |
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| Number |
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Name and/or Identification of Exhibit |
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| <R>2.1 |
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Stock Purchase Agreement * |
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| 10.1 |
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Stock Purchase Agreement with Equity Solutions, Inc. * |
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| 99.1 |
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Financial Statements of Emergency Disaster Systems, Inc. |
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| * |
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Incorporated by reference herein to Form 8-K filed on August 14, 2006 </R> |