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US BIODEFENSE, INC. |
375 South 6th Avenue |
City of Industry, California 91746 |
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Notice of Action by Written Consent of Shareholders to be Effective December 24, 2007 |
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Dear Stockholder: |
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The purpose of this information statement is to inform the holders of record of shares of our common stock as |
of the close of business on the record date, November 12, 2007, that our board of directors has recommended, and that |
the holder of the majority of our capital stock intends to vote on December 24, 2007 in favor of a resolution which will |
grant authority to our board of directors to implement a reverse stock split of our common stock on the basis of one |
post-split share for each one thousand pre-split shares owned to occur on December 24, 2007. |
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The corporate action is expected to be taken by consent of the holders of a majority of the shares outstanding, |
pursuant to Nevada law. We have a consenting stockholder, David Chin, our President and Director, who holds |
37,292,119 shares of our common stock. Each share of our common stock is entitled to one vote on all matters brought |
before the stockholders. Therefore, Mr. Chin will have the power to vote 37,292,119 shares of our common stock, |
which number exceeds the majority of the 60,304,047 issued and outstanding shares of our common stock on the |
record date. Mr. Chin is expected vote in favor of granting us the proposed authority to conduct the distribution of |
Emergency Disaster Systems, Inc. common stock to our shareholders. Mr. Chin will have the power to pass the |
proposed corporate actions without the concurrence of any of our other stockholders. |
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. |
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Proxies are not being solicited because a stockholder holding a majority of our issued and outstanding voting |
common stock holds enough shares to effect the proposed actions and has indicated his intention to vote in favor of the |
proposals contained herein. |
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/s/ David Chin |
David Chin |
President |
Chief Executive Officer |
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City of Industry, California |
December 4, 2007 |
US BIODEFENSE, INC. |
375 South 6th Avenue |
City of Industry, California 91746 |
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INFORMATION STATEMENT |
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. |
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General Information |
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This information statement is furnished to the holders of record at the close of business on November 12, |
2007, the record date, of the outstanding common stock of US Biodefense, Inc., pursuant to Rule 14c-2 promulgated |
under the Securities Exchange Act of 1934, as amended, in connection with an action which the holder of the majority |
of the votes of our stock intends to take on December 24, 2007 to grant authority to our board of directors to implement |
a reverse stock split of our common stock on the basis of one post-split share for each one thousand pre-split shares |
owned to occur on December 24, 2007. |
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Dissenters' Right of Appraisal |
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The Utah Revised Business Corporation Act does not provide for shareholders rights of dissenter with regard |
to the heretofore proposed actions. |
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Voting Securities |
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In accordance with our bylaws, our board of directors has fixed the close of business on November 12, 2007 |
as the record date for determining the stockholders entitled to notice of the above noted action. The approval of the |
discretionary authority with respect to the reverse stock split require the affirmative vote of a majority of the shares of |
our common stock issued and outstanding at the time the vote is taken. The quorum necessary to conduct business of |
the stockholders consists of a majority of the common stock issued and outstanding as of the record date. |
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As of the record date, 60,304,047 shares of our common stock were issued and outstanding. We have a |
consenting stockholder, Mr. David Chin, our President and Director, who holds 37,292,119 shares of our common |
stock. Each share of our common stock is entitled to one vote on all matters brought before the stockholders. |
Therefore, Mr. Chin will have the power to vote 37,292,119 shares of the common stock, which number exceeds the |
majority of the 60,304,047 issued and outstanding shares of our common stock on the record date. |
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Mr. Chin will vote in favor of the proposed grant of authority to the board with respect to the reverse stock |
split. Mr. Chin will have the power to pass the proposed corporate actions without the concurrence of any of our other |
stockholders. |
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PROPOSAL |
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GRANT OF AUTHORITY TO THE BOARD OF DIRECTORS TO IMPLEMENT A |
ONE FOR ONE THOUSAND REVERSE STOCK SPLIT |
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Our board of directors has adopted a resolution to seek stockholder approval for authority to our board of |
directors to implement a reverse split for the purpose of increasing the market price of our common stock. The reverse |
split exchange ratio that the board of directors approved and deemed advisable and for which it is seeking stockholder |
approval is one post-split share for each one thousand pre-split shares, with the reverse split to occur as of December |
24, 2007. |
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If you approve the grant of authority to our board of directors to implement a reverse split, we will effect a |
reverse split of our then issued and outstanding common stock on the basis of one post-split share for each one |
thousand pre-split shares. |
The board of directors believes that the higher share price that might initially result from the reverse stock |
split could help generate interest in US Biodefense, Inc. among investors and thereby assist us in creating a more liquid |
market for our shareholders. |
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Stockholders should note that the effect of the reverse split upon the market price for our common stock |
cannot be accurately predicted. In particular, there is no assurance that prices for shares of our common stock after the |
split will not be less than 1,000/1 the current market price for our shares of common stock immediately prior to the |
split. Furthermore, there can be no assurance that the market price of our common stock immediately after the split |
will be maintained for any period of time. Moreover, because some investors may view the reverse split negatively, |
there can be no assurance that the split will not adversely impact the market price of our common stock or, |
alternatively, that the market price following the reverse split will either exceed or remain in excess of the current |
market price. |
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Effect of the Split |
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The reverse split would not affect the registration of our common stock under the Securities Exchange Act of |
1934, as amended, nor will it change our periodic reporting and other obligations thereunder. |
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The voting and other rights of the holders of our common stock would not be affected by the split (other than |
as a result of the payment of cash in lieu of fractional shares as described below). For example, a holder of 0.5 percent |
of the voting power of the outstanding shares of our common stock immediately prior to the split would continue to |
hold 0.5 percent of the voting power of the outstanding shares of our common stock after the split. The number of |
stockholders of record would not be affected by the split. |
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The number of shares of our common stock issued and outstanding would be increased following the effective |
time of the split in accordance with the ratio of one post-split share for each one thousand pre-split shares held by the |
shareholders. Thus, if you hold 1,000 shares of our common stock, you will automatically receive 1 share of our |
common stock. |
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The authorized number of shares of our common stock and the par value of our common stock under our |
articles of incorporation would remain the same following the effective time of the split. We are authorized to issued |
up to 100,000,000 shares of common stock, of which 60,304,047 shares are currently issued and outstanding. After the |
forward split, we will have 60,304 shares of common stock issued and outstanding, thereby increasing the total number |
of authorized shares we will have available for future issuances. The issuance in the future of such additional |
authorized shares may have the effect of diluting the earnings per share and book value per share, as well as the stock |
ownership and voting rights, of the currently outstanding shares of our common stock. Although we do not intend to |
issue any further shares of our common stock at this time, should be decide to do so, we may be required to authorize |
additional shares of stock for issuance. |
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Effective Date |
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If the proposed reverse split is approved, the split would become effective as of 5:00 p.m. Pacific Standard |
Time on December 24, 2005. On such date, all shares of our common stock that were issued and outstanding |
immediately prior thereto will be, automatically and without any action on the part of the stockholders, converted into |
new shares of our common stock in accordance with the one for one thousand exchange ratio. |
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF |
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The following table sets forth as of November 30, 2007, certain information regarding the beneficial |
ownership of our common stock by: |
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Each person who is known us to be the beneficial owner of more than 5% of the common stock, |
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Each of our directors and executive officers and |
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All of our directors and executive officers as a group. |
Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with |
respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with |
a spouse. No change in control is currently being contemplated. |
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Name and Address |
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Amount and Nature |
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% of |
Title of Class |
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of Beneficial Owner |
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of Beneficial Owner |
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Class |
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Common Stock |
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David Chin, President |
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37,292,119 |
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61.8% |
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375 South 6th Avenue |
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City of Industry, California 91746 |
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Officers and Directors (1) |
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37,292,119 |
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61.8% |
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS. |
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Only one information statement is being delivered to multiple security holders sharing an address unless the |
Company has received contrary instructions from one or more of its security holders. The Company undertakes to |
deliver promptly upon written or oral request a separate copy of the information statement to a security holder at a |
shared address to which a single copy of the documents was delivered and provide instructions as to how a security |
holder can notify the Company that the security holder wishes to receive a separate copy of an information statement. |
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Security holders sharing an address and receiving a single copy may request to receive a separate information |
statement at US Biodefense, Inc., 375 South 6th Avenue, City of Industry, California 91746. |
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Security holders sharing an address can request delivery of a single copy of information statements if they are |
receiving multiple copies may request to receive a separate information statement at US Biodefense, Inc., 375 South 6th |
Avenue, City of Industry, California 91746. |
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US Biodefense, Inc. |
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By order of the Board of Directors |
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/s/ David Chin |
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David Chin |
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Chief Executive Officer |
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City of Industry |
December 4, 2007 |