u -- Converted by S, created by BCL Technologies Inc., for SEC Filing
| 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): August 7, 2006 |
| US BIODEFENSE, INC. |
| (Exact name of Registrant as specified in
charter) |
| |
| |
| Utah |
000-31431 |
33-0052057 |
| (State of Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification No.) |
| |
| |
| 375 South 6th Avenue |
|
|
| City of Industry,
California |
|
91746 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| |
| |
| Registrant’s telephone number, including
area code: |
(626)
961-0562 |
|
| 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.
ITEM 3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
On August 7, 2006, the Registrant entered into a Stock Purchase Agreement with
Equity Solutions, Inc., a
California
corporation (“Equity Solutions”), whereby the Registrant sold an aggregate of
2,000,000 shares of
restricted common stock to
Equity Solutions at a price per share of $0.10, for total cash proceeds of
$200,000.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
| Exhibit |
|
|
| Number |
|
Name and/or Identification of Exhibit |
|
|
|
| 2.1 |
|
Stock Purchase
Agreement |
|
|
|
| 10.1 |
|
Stock Purchase Agreement
with Equity Solutions, Inc. |
SIGNATURES
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.
| US BIODEFENSE, INC. |
| (Registrant) |
| |
| Signature |
|
Title |
|
Date |
| |
| |
|
President and CEO |
|
August 11, 2006 |
| David Chin |
|
|
|
|
| |
| |
|
Secretary |
|
August 11, 2006 |
| David Chin |
|
|
|
|
| |
| |
|
Principal Financial Officer |
|
August 11, 2006 |
| David Chin |
|
|
|
|