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Message: The new spinoff takes shape.....

The new spinoff takes shape.....

posted on Jan 19, 2008 04:15AM
Form 8-K for US BIODEFENSE INC

10-Jan-2008

Changes in Control or Registrant, Change in Directors or Principal Officers, Ot


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. Effective January 10, 2008, the Company executed an Executive 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, David Chin resigned, leaving Mr. Gallagher as the sole remaining director. Also effective January 10, 2008, Mr. Gallagher acquired the beneficial ownership of 10,000,000 shares of common stock of the Company, constituting 95.6% of the Company's common stock. As a result of these transactions, Mr. Gallagher has assumed control of the Company.

Pursuant to the terms of the Employment Agreement, Mr. Gallagher was engaged to serve as Chairman and CEO for a period of two years, subject to earlier termination. The Agreement provides him with payment of an annual salary of $100,000 and other benefits of a nature consistent with his position.

At the time of executing the Executive Employment Agreement, Mr. Gallagher also announced that he had agreed to purchase 10,000,000 shares of the Comany'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 in which he is the Chief Investment Officer for $150,000. David Chin the Company's former chairman and CEO and only director approved Mr. Gallagher being named as the Company's new Chairman and Chief Executive officer and then he resigned.

In connection with his appointment as Chairman and CEO, 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 CEO of FTS Group, Inc. since January 2002.

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