ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


On March 19, 2008, we entered into an asset purchase agreement with US Biodefense, Inc., a Utah corporation, pursuant to which US Biodefense agreed to purchase 100% of the common stock and assume full operating control of the directories and all funds received by our wholly-owned subsidiary, Elysium Internet, Inc., a Florida corporation, beginning on the closing date which took place on April 4, 2008. Upon closing of this transaction, Elysium ceased to be our wholly-owned subsidiary and became a wholly-owned subsidiary of US Biodefense. Mr. Scott Gallagher, our Chairman and Chief Executive Officer, is also the Chairman and Chief Executive Officer of US Biodefense.


Pursuant to the asset purchase agreement, in exchange for a wholly-owned interest in Elysium, US Biodefense agreed to assume all liabilities related to the acquired assets and operation of Elysium. In addition, US Biodefense agreed to issue us a non-interest bearing promissory note for $1,500,000 and upon acceptance by the Utah Secretary of State of a Certificate of Designation, issue us 250 shares of a new class of US Biodefense preferred stock which will be convertible into 60% of the issued and outstanding shares of US Biodefense’s common stock as of the date of our first conversion.


The promissory note is payable by US Biodefense in 12 monthly installments of $125,000 beginning 30 days after it closes a financing of at least $250,000. The entire principal amount is due to us no later than January 3, 2010. If US Biodefense misses a payment on the note, and such payment is not made within 7 business days, it will be in default under the note and upon receipt of our notice of default, it will have 7 business days to cure such default. In the event that the default is not cured within the prescribed time period, a default simple interest rate of 15% per annum will be applied to any amounts under the note for which payment has not been made.


In addition, upon our providing US Biodefense with a notice of default, we will have the right to convert the defaulted payments on the note into shares of US Biodefense common stock at a conversion rate of 70% of the closing price of our common stock, as reported on the Over-the-Counter Bulletin Board, or OTCBB, for the 5 trading days prior to its receipt of a conversion notice. We may also convert up to 15% of the outstanding balance of the note into shares of US Biodefense common stock any time after 90 days from the issuance date of the note at a conversion rate of 85% of the closing price of its common stock, as reported on the OTCBB, for the 5 trading days prior to the receipt of a conversion notice.


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 accredited investors. 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 description of the asset purchase agreement and the promissory note does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement and the Promissory Note due January 3, 2010, 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.