SEEK / TheDirectory.com, Inc - SEC Filings, Annual Report, Proxy Statement

TheDirectory.com, Inc
US ˙ OTCPK

Basic Stats
CIK 1122130
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TheDirectory.com, Inc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
April 11, 2018 8-K

Current Report

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): April 10, 2018 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 (State of other Jurisdiction of incorporation) (Commission File Number) PO

April 5, 2018 8-K

Current Report

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): March 27, 2018 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 (State of other Jurisdiction of incorporation) (Commission File Number) PO

December 22, 2016 15-12G

TheDirectory.com FORM 15

15-12g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-31431 THEDIRECTORY.COM, INC. (Exact name of registrant as specifi

April 25, 2016 SC 13G/A

SEEK / TheDirectory.com, Inc. / Typenex Co-Investment, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* THEDIRECTORY.COM, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88337U102 (CUSIP Number) Calendar Year 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

July 20, 2015 10-Q

TheDirectory.com FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 31, 2015 o Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-147193 TheDirectory.com, Inc. (Exact name of registrant

July 17, 2015 EX-16.1

2348 Sunset Point Rd.

Exhibit 16.1 2348 Sunset Point Rd. Suite B Clearwater, FL 33765 Telephone: 727.444.0931 Fax: 800.581.1908 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 July 15, 2015 Dear Sir/Madam: We have read the statements included in the Form 8-K, dated July 15, 2015, of TheDirectory.com, Inc. to be filed with the Securities and Exchange Commission a

July 17, 2015 8-K

Current Report

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): July 15, 2015 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (state or other jurisdiction of incorporation) (Commission File N

July 15, 2015 NT 10-Q

TheDirectory.com NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ( Check one ): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 21, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 28, 2015 o Transition Report under Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 28, 2015 o Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-147193 TheDirectory.com, Inc. (Exact name of regist

April 16, 2015 NT 10-Q

TheDirectory.com NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ( Check one ): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: February 28, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2014 o TRANSITION REPORT UNDER SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2014 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to (Commission file number) THEDIRECTORY.COM, INC. (Exact name of registrant as speci

March 12, 2015 EX-16.1

Green & Company, CPAs A PCAOB Registered Accounting Firm

Exhibit 16.1 Green & Company, CPAs A PCAOB Registered Accounting Firm March 12, 2015 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the TheDirectory.com, Inc.?s response to Item 4.01 in the Form 8-K to be filed on March 12, 2015. We do not agree with the information in Item 4.01 in the Form 8-K due to the following reason: Green &

March 12, 2015 8-K

Current Report

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): March 4, 2015 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (state or other jurisdiction of incorporation) (Commission File N

March 2, 2015 NT 10-K

SEEK / TheDirectory.com, Inc. NT 10-K - - 10K EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

January 23, 2015 SC 13G/A

SEEK / TheDirectory.com, Inc. / Typenex Co-Investment, LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* THEDIRECTORY.COM, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88337U102 (CUSIP Number) Calendar Year 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

January 7, 2015 EX-16.1

December 26, 2014

Exhibit 16.1 2451 N. McMullen Booth Road Suite 308 Clearwater, FL 33749 Toll fee: 855.344.0934 Fax: 800.581.1908 December 26, 2014 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on December 26, 2014, to be filed by our former client THEDIRECTORY.COM, INC. We agree wi

January 7, 2015 EX-3.1

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THEDIRECTORY.COM, INC.

EX-3.1 2 thedirectoryex0301.htm ARTICLES OF AMENDMENT Exhibit 3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THEDIRECTORY.COM, INC. Pursuant to the applicable provisions of the Utah Business Corporations Act, the undersigned Corporation adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation by stating the following: On November 13, 2014, the

January 7, 2015 8-K

Submission of Matters to a Vote of Security Holders

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): December 26, 2014 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (state or other jurisdiction of incorporation) (Commission Fi

December 2, 2014 DEF 14C

SEEK / TheDirectory.com, Inc. DEF 14C - - DEFINITIVE NOTICE AND INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement THEDIRECTORY.COM, Inc. (Name of Registra

November 21, 2014 PRE 14C

SEEK / TheDirectory.com, Inc. PRE 14C - - PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement THEDIRECTORY.COM, Inc. (Name of Registra

October 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 31, 2014 o Transition Report under Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 31, 2014 o Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-147193 TheDirectory.com, Inc. (Exact name of registra

October 10, 2014 SC 13G

SEEK / TheDirectory.com, Inc. / Typenex Co-Investment, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* THEDIRECTORY.COM, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88337U102 (CUSIP Number) October 10, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

July 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended May 31, 2014 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-147193 TheDirectory.com, Inc. (Exact name

May 20, 2014 CORRESP

-

May 20, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 9, 2014 10-12G/A

- AMENDMENT #5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 AMENDMENT 5 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

May 9, 2014 CORRESP

-

May 9, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 6, 2014 10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 AMENDMENT 4 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 AMENDMENT 4 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

May 6, 2014 EX-10.6

EX-10.6

May 6, 2014 EX-10.6

CREDIT AGREEMENT DATED AS OF AUGUST 30, 2013, BUT MADE EFFECTIVE AS OF OCTOBER 1, 2013, BY AND BETWEEN THE DIRECTORY.COM, INC., AS BORROWER, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDER CREDIT AGREEMENT

CREDIT AGREEMENT DATED AS OF AUGUST 30, 2013, BUT MADE EFFECTIVE AS OF OCTOBER 1, 2013, BY AND BETWEEN THE DIRECTORY.

April 30, 2014 CORRESP

-

April 30, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 30, 2014 10-12G/A

- AMENDMENT #3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 AMENDMENT 3 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

April 30, 2014 CORRESP

-

April 30, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 30, 2014 CORRESP

-

Overview of the Acquired Technology Based Asset The acquired “technology based asset” is a set of custom designed PHP and database source code developed to operate and power directory, city guide or other industry specific and location based websites in any industry and add layers of functionality as they are needed based on the specific business direction of the individual website running the code.

April 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended February 28,2014 [ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 333-147193 TheDirectory.com, Inc. (Exact

March 20, 2014 CORRESP

-

March 20, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 20, 2014 10-12G/A

- AMENDMENT #2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 AMENDMENT-2 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

March 20, 2014 CORRESP

-

March 20, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 20, 2014 CORRESP

-

Press Release U.S. Local Online/Interactive/Digital Ad Revenues to Reach $38.1B in 2016, According to BIA/Kelsey Updated forecast shows local interactive media growing at a compound annual growth rate of 12.4 percent between 2011 and 2016 CHANTILLY, Va. (Nov. 14, 2012) - BIA/Kelsey, advisor to companies in the local media industry, expects the overall U.S. local media market to grow moderately thr

March 6, 2014 10-12G/A

- SEEK1012GA03042014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah (State or other jurisdiction of incorporation or organization) 33-0052057 (I.R.S. Employer Identification No.) 15100 Hu

March 6, 2014 EX-3.1

EX-3.1

March 6, 2014 EX-3.8

EX-3.8

March 6, 2014 CORRESP

-

CORRESP 95 filename95.htm February 28, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Christie Wong, Staff Accountant Emily Drazan, Staff Attorney Paul Fischer, Staff Attorney Re: Elysium Internet, Inc. (now known as TheDirectory.com, Inc.) Registration Statement on Form 10-12G Filed January 27, 2014 File No. 000-

March 6, 2014 EX-3.9

EX-3.9

March 6, 2014 EX-10.6

EX-10.6

March 6, 2014 EX-3.7

EX-3.7

March 6, 2014 EX-4.1

EX-4.1

March 6, 2014 EX-3.6

EX-3.6

January 27, 2014 10-12G

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THEDIRECTORY.COM, INC. (Exact name of registrant as specified in its charter) Utah (State or other jurisdiction of incorporation or organization) 33-0052057 (I.R.S. Employer Identification No.) 15100 Hu

November 19, 2012 8-K

-

\ 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): November 16, 2012 THE DIRECTORY, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

October 1, 2010 15-12G

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1.

March 22, 2010 8-K

Current Report

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) March 22, 2010 ELYSIUM INTERNET, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdiction of incorporation) (Commission File N

December 4, 2009 8-K

Current Report

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) December 3, 2009 ELYSIUM INTERNET, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdiction of incorporation) (Commission File

October 20, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2008 |_| TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2008 or || TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to COMMISSION FILE NUMBER: 000-31431 ELYS

October 15, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 21, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2008 or || TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to COMMISSION FILE NUMBER: 000-31431 US BIOD

July 14, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For the period ended: May 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the transition period ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

June 3, 2008 8-K

Current Report

8-K 1 usbio8k.htm US BIODEFENSE, INC. FORM 8-K 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) June 1, 2008 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdi

June 3, 2008 EX-10.1

INTERNET DOMAIN NAME PURCHASE AGREEMENT FOR PEDIATRICIANS.COM, PODIATRISTS.COM AND PSYCHIATRISTS.COM

EX-10.1 2 exhibitpurchase.htm INTERNET DOMAIN PURCHASE AGREEMENT EXHIBIT 10.1 INTERNET DOMAIN NAME PURCHASE AGREEMENT FOR PEDIATRICIANS.COM, PODIATRISTS.COM AND PSYCHIATRISTS.COM This Internet Domain Name Purchase Agreement (the “Agreement”) is entered into on this 1st day of June of 2008 (the “Closing Date”), between Elysium Internet, Inc./US Biodefense, Inc., a Utah corporation (“Purchaser”) and

June 3, 2008 EX-10.2

Convertible Promissory Note FACE AMOUNT $1,000,000 INTEREST RATE 0% NOTE NUMBER ELY001 DATE OF ISSUANCE May 31, 2008 MATURITY DATE October 31, 2009

EX-10.2 3 exhibitpromissory.htm PROMISSORY NOTE EXHIBIT 10.2 Convertible Promissory Note FACE AMOUNT $1,000,000 INTEREST RATE 0% NOTE NUMBER ELY001 DATE OF ISSUANCE May 31, 2008 MATURITY DATE October 31, 2009 FOR VALUE RECEIVED, Elysium Internet, Inc./US Biodefense, Inc. a Utah corporation (the "Company"), hereby promises to pay Smash Clicks, Inc. (the "Holder") by October 31, 2009, (the "Maturity

May 22, 2008 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 INFORMATION STATEMENT SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 INFORMATION STATEMENT SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement US BIODEFENSE, INC.

May 9, 2008 8-K

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) May 5, 2008 US BIODEFENSE, INC. (E

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) May 5, 2008 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdiction (Commission (IRS Employer of incorporation

May 7, 2008 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 INFORMATION STATEMENT SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 INFORMATION STATEMENT SCHEDULE 14C (RULE 14C-101) SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement US BIODEFENSE, INC.

May 7, 2008 CORRESP

Amy M. Trombly, Esq. [email protected]

Trombly Business Law 1320 Centre St., Suite 202, Newton Centre, MA 02459 Telephone (617) 243-0060 Facsimile (617) 243-0066 Amy M. Trombly, Esq. [email protected] May 7, 2008 Delivered by electronic submission via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: US Biodefense, Inc. Preliminary Information Sta

April 21, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2008 |_| TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2008 || TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-31431 US BIO

April 15, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING | | Form 10-K | | Form 20-F | | Form 11-K |X | Form 10-Q | | Form 10-D | | Form NSAR | | Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING | | Form 10-K | | Form 20-F | | Form 11-K |X | Form 10-Q | | Form 10-D | | Form NSAR | | Form N-CSR For the period ended: February 29, 2008 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 11, 2008 8-K

Current Report

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) April 4, 2008 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdiction (Commission (IRS Employer of incorporati

April 11, 2008 EX-10.2

Promissory Note FACE AMOUNT $1,500,000 NOTE NUMBER ELY001 ISSUANCE DATE April 4, 2008 MATURITY DATE January 3, 2010

EX-10.2 3 promissorynote.htm PROMISSORY NOTE Exhibit 10.2 Promissory Note FACE AMOUNT $1,500,000 NOTE NUMBER ELY001 ISSUANCE DATE April 4, 2008 MATURITY DATE January 3, 2010 FOR VALUE RECEIVED, US Biodefense, Inc., a Utah corporation (the ”Company”), (OTCBB: USBF) hereby promises to pay FTS Group, Inc., a Nevada corporation (the “Holder”) (OTCBB: FLIP) by January 3, 2010, (the ”Maturity Date”), or

April 11, 2008 EX-10.1

ASSET PURCHASE AGREEMENT US BIODEFENSE, INC. FTS GROUP, INC. Dated as of March 19, 2008 and Closed April 4, 2008 ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT BETWEEN US BIODEFENSE, INC. AND FTS GROUP, INC. Dated as of March 19, 2008 and Closed April 4, 2008 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated as of March 19, 2008, (this "Agreement"), by and between US BIODEFENSE, INC, a Utah corporation ("Buyer"), and FTS GROUP, INC., a Nevada Corporation ("Seller"). WHEREAS, Seller is engaged in the busin

April 4, 2008 CORRESP

Amy M. Trombly, Esq. [email protected]

Trombly Business Law 1320 Centre Street, Suite 202 Newton, MA 02429 Telephone (617) 243-0060 Facsimile (617) 243-0066 Amy M.

April 3, 2008 SC 13D

Schedule 13D

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. n/a )* OMB Number 3235-0145 US Biodefense, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 903325306 (CUSIP Number) Scott Gallagher US Biodefense, Inc. 300 State Street East, Suite 226 Oldsmar, Florida 34677 8137498805 (Name, Address and Te

March 18, 2008 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007. o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-314

February 28, 2008 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: Novem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

February 15, 2008 S-8

As filed with the Securities and Exchange Commission on February 15, 2008 Registration No. ____________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 US BIODEF

As filed with the Securities and Exchange Commission on February 15, 2008 Registration No.

February 11, 2008 CORRESP

Amy M. Trombly, Esq. [email protected]

Trombly Business Law 1320 Centre Street, Suite 202 Newton, MA 02459 Telephone (617) 243-0060 Facsimile (617) 243-0066 Amy M.

February 11, 2008 10KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO Commission File No. 000-31431 US BIODEFENSE, INC. (Exact

February 4, 2008 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2008 US BIODEFENSE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2008 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdiction (Commission (IRS Employer of incorp

February 4, 2008 DEFA14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confident

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [X] Definitive Information Statement US BIODEFENSE, INC. (Name of Registrant a

January 10, 2008 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is made and deemed effective as of January 10, 2008, by and between US Biodefense, Inc.

January 10, 2008 EX-17.1

January 10, 2008

EX-17.1 5 resignationletter.htm RESIGNATION LETTER EXHIBIT 17.1 January 10, 2008 Scott D. Gallagher Chairman and CEO US Biodefense, Inc. Re: Board Resignation Dear Mr. Gallagher, Please accept my resignation from the Board of Directors of US Biodefense, Inc. effective January 10, 2008. I wish you the best of luck in your endeavors to create sustainable stockholder value for the shareholders of US

January 10, 2008 EX-10.2

AGREEMENT FOR PURCHASE AND SALE OF STOCK

EX-10.2 3 stockagreement1.htm STOCK PURCHASE AGREEMENT WITH SCOTT GALLAGHER AGREEMENT FOR PURCHASE AND SALE OF STOCK This Agreement for Purchase of Stock ("Agreement") is made and deemed effective as of January 10, 2008, by and between US Biodefense, Inc. (referred to as "Seller"), on one side, and Scott Gallagher or his assigns, successors and/or nominees (referred to as "Purchaser"), on the othe

January 10, 2008 8-K

Changes in Control of Registrant, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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) January 10, 2008 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 (State or other jurisdiction (Commission (IRS Employer of incorpor

January 10, 2008 EX-10.3

AGREEMENT FOR PURCHASE AND SALE OF STOCK

AGREEMENT FOR PURCHASE AND SALE OF STOCK This Agreement for Purchase of Stock ("Agreement") is made and deemed effective as of January 10, 2008, by and between US Biodefense, Inc.

December 27, 2007 8-K

Current Report

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): September 24, 2007 US BIODEFENSE, INC. (Exact name of Registrant as specified in charter) Utah 000-31431 33-0052057 (State of Other Jurisdiction (Commission (IRS Employer of Incorpora

December 4, 2007 DEF 14C

DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [X] Definitive Information Statement US BIODEFENSE, INC. (Nam

November 1, 2007 PRE 14C

PRE 14C

ubdepre14c20071029v1.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permi

October 24, 2007 10QSB/A

10-QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment Number 1 to Form 10-QSB FORM 10-QSB (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2007 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

October 22, 2007 10QSB

10QSB

ubde10-qsb20070831.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2007 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF THE

October 15, 2007 NT 10-Q

NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: August 31, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

September 7, 2007 DEF 14C

DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [X] Definitive Information Statement US Biodefense, Inc. (Nam

August 27, 2007 PRE 14C

PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [ ] Definitive Information Statement US Biodefense, Inc. (Nam

July 19, 2007 10QSB

10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2007 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 US B

July 16, 2007 NT 10-Q

NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: May 31, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

May 4, 2007 EX-4

EX-4

US BIODEFENSE, INC. 2007 STOCK INCENTIVE PLAN EFFECTIVE AS OF APRIL 1, 2007 1. General Provisions 1.1 Purposes of the Plan. This Stock Incentive Plan (the "Plan") is intended to allow certain officers, employees and consultants (all of whom are sometimes collectively referred to herein as the "Employees," or individually as the "Employee") of US Biodefense, Inc., a Utah corporation (the "Company")

May 4, 2007 S-8

S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 375 South 6th Avenue City of Industry, CA 91746 (626) 961-0562 (Address

April 20, 2007 10QSB

10QSB

ubde10-qsb20070228.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2007 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF T

April 17, 2007 NT 10-Q

NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: February 28, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10

March 15, 2007 10KSB

10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2006 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-31431 US BIODEFENSE, INC. (Na

February 28, 2007 NT 10-K

NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR For Period Ended: November 30, 2006 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

February 21, 2007 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment Number 1 to FORM 8-K/A 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 E

February 21, 2007 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2006 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

February 21, 2007 EX-99

EX-99

edsauditorsreport.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing Gruber & Company, LLC REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF EMERGENCY DISASTER SYSTEMS, INC. We have audited the accompanying balance sheet of Emergency Disaster Systems, Inc. as of August 7, 2006 and the related statement of operation

February 21, 2007 EX-99

See accompanying notes to financial statements

EX-99 2 edsauditedfinancials.htm Emergency Disaster Systems, Inc. Balance Sheet August 7, 2006 Assets Current assets Cash and equivalents $ - Inventory 17,500 Total current assets 17,500 Total assets 17,500 Liabilities and shareholders' equity Current liabilities Bank overdraft 1,404 Accrued income taxes 5,887 Due to related party - Total current liabilities 7,291 Total liabilities 7,291 Sharehold

February 21, 2007 EX-10

HIGH TECHNOLOGY & PATENT LISTING AGREEMENT

HIGH TECHNOLOGY & PATENT LISTING AGREEMENT This Agreement is made and effective as of May 11, 2005 (EFFECTIVE DATE) by and between U.

February 21, 2007 EX-99

EX-99

Emergency Disaster Systems, Inc. Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies Organization and Description of Business Emergency Disaster Systems, Inc., (?the Company?) a California corporation, was incorporated on July 19, 2006. The Company currently serves Emergency Medical Services and mass casualty rapid response systems, as well as local communities, gover

February 21, 2007 10KSB/A

10KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form 10-KSB [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2005 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-31431 US B

February 21, 2007 10QSB/A

10QSB/A

ubdf10-qsba120060831amended2.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #1 to FORM 10-QSB/A (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2006 Or TRANSITION REPORT PURSUANT TO SE

February 20, 2007 CORRESP

CORRESP

February 20, 2007 To: Tia Kenkins Senior Assistant Chief Accountant United States Securities and Exchange Commission Office of Emerging Growth Companies 100 F Street, N.

October 24, 2006 10QSB/A

Signed: /s/ David Chin President and Print: David Chin Director Signed: /s/ David Chin Secretary and Print: David Chin Director Signed: /s/ David Chin Treasurer and Print: David Chin Director

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #1 to FORM 10-QSB/A (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2006 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

October 16, 2006 10QSB

Signed: /s/ David Chin President and Print: David Chin Director Signed: /s/ David Chin Secretary and Print: David Chin Director Signed: /s/ David Chin Treasurer and Print: David Chin Director

ubdf10-qsb20060831.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 [X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2006 Or TRANSITION REPORT PURSUANT TO SECTION 13 [ ] OR 15(d) OF THE

August 31, 2006 CORRESP

CORRESP

August 26, 2006 To: Tia Kenkins Senior Assistant Chief Accountant United States Securities and Exchange Commission Office of Emerging Growth Companies 450 Fifth Street, N.

August 30, 2006 EX-99

U.S. BioDefense Retains Emergency Preparedness Industry Leader as Executive Vice President to Guide New Initiatives

U.S. BioDefense Retains Emergency Preparedness Industry Leader as Executive Vice President to Guide New Initiatives City of Industry, CA ? August 21, 2006 ? David Chin, CEO of U.S. BioDefense, Inc. (OTCBB: UBDE) announced today the appointment of Charles Wright as the company?s Executive Vice President. Charles Wright will assist with the buildup and expansion of subsidiary Emergency Disaster Syst

August 30, 2006 EX-10

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into this 21st day of August, 2006, by and between US Biodefense, Inc.

August 30, 2006 8-K

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 21, 2006

ubde8-k20060830.htm - Converted by SEC Publisher, 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 21, 2006 US BIODEFENSE, INC. (Exact name of Registrant as specified in charte

August 29, 2006 EX-10

U.S. BIODEFENSE, INC. CONSULTING AGREEMENT

U.S. BIODEFENSE, INC. CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered this 9 day of February 2005 by and between, U.S. BioDefense, Inc. (or "Company"), a Utah Corporation and Shannon S. Eaker, Ph.D., ("Consultant"), with reference to the following recitals: A. The Consultant will assist with development of its NIH SBIR Grant proposal related to the creation of a Stem Ce

August 29, 2006 10KSB/A

DOCUMENTS INCORPORATED BY REFERENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form 10-KSB [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2005 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-31431 US B

August 29, 2006 EX-10

except that “Confidential Information” does not include information:

OPTION AGREEMENT BETWEEN: THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with its administrative offices at 2075 Wesbrook Mall, Vancouver, British Columbia, V6T 1W5 (?UBC?) AND: U.

August 29, 2006 EX-10

ONE-WAY CONFIDENTIAL DISCLOSURE AGREEMENT

TI-E LNIVERSI"IYOF TEXAS MD ANDERSON CANCER CENTER Office of Technology Commercialization 713-792-7598 February 29, 2005 US Biodefense, Inc.

August 29, 2006 EX-10

HIGH TECHNOLOGY & PATENT LISTING AGREEMENT

EX-10 5 ex10ddmoi.htm HIGH TECHNOLOGY & PATENT LISTING AGREEMENT This Agreement is made and effective as of May 11, 2005 (EFFECTIVE DATE) by and between U.S. BioDefense, a Utah Corporation, having an office at 13674 Valley Blvd., Ste. 280, City of Industry, CA 91746 USA (UBDE) and Diamond I, Inc., a (Corporation), having offices at 5555 Hilton Ave., Suite 207, Baton Rouge, LA 70808 (LICENSOR). WHE

August 29, 2006 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

ubdf10-qsba20060228v3.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2006 Or TRANSITION REPORT PURSUANT TO SECTIO

August 29, 2006 EX-10

FINANCIALNEWSUSA.COM, INC. CONSULTING AGREEMENT

FINANCIALNEWSUSA.COM, INC. CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered this 15th day of October 2005 by and between, Financialnewsusa.com, Inc. ("Company"), a California Corporation and U.S. Biodefense, Inc. a Utah Corporation ("Consultant"), with reference to the following recitals: The agreement will be for a period of six months. A. U.S. Biodefense will develop c

August 29, 2006 EX-10

("Consultation Period") for advice relating to methods for isolating liver stem cell progenitors as described in the Applications. The Consultation Period for each Inventor will be for a total of one (1) hour every thirty (30) days during the Option

UCL biomedica Dr Christina Panaretou Business Development Manager UCL BioMedica PIc The Network Building (2nd Floor) 97 Tottenham Court Road London W IT 4TP United Kingdom Mike Chan T: +44 (0)20 7679 9846 Technology Investigator E: c.

August 14, 2006 EX-10

US BIODEFENSE, INC. RESTRICTED STOCK AGREEMENT

US BIODEFENSE, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the "Agreement") is made and entered into this 7th day of August, 2006, by and between US Biodefense, Inc., a Utah corporation (the "Company"), and Equity Solutions, Inc., a Nevada corporation (the "Purchaser"). P R E A M B L E WHEREAS, the Company desires to sell to Purchaser an aggregate of 2,000,000 shares of the Co

August 14, 2006 8-K

Current Report

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

August 14, 2006 EX-2

ii STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT by and among US BIODEFENSE, INC., A Utah corporation and EMERGENCY DISASTER SYSTEMS, INC., A California corporation and CHARLES WRIGHT, The Majority Stockholder of Emergency Disaster Systems, Inc., A California corporation TABLE OF CONTENTS ARTICLE I ? Purchase and Sale of Stock 1 1.1 Sale of Shares 1 1.2 Closing 2 ARTICLE II ? Representations and Warranties of EDS 2 2.1 O

July 25, 2006 EX-4

- 1 -

e - Converted by S, created by BCL Technologies Inc., for SEC Filing US BIODEFENSE, INC. 2006 QUALIFIED STOCK OPTION PLAN EFFECTIVE AS OF April 26, 2006 1. Purposes of the Plan. The purposes of this Plan are: (1) to attract and retain the best available personnel for positions of substantial responsibility, (2) to provide additional incentive to certain Employees and Consultants, and (3) to promot

July 25, 2006 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 US BIODEFENSE, INC. (Exact name of registrant as specified in its charter) Utah 33-0052057 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 13674 E. Valley Blvd. City of Industry, CA 91746 (626) 961-0562 (Address

July 17, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2006 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 US BIODE

April 14, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2006 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 US

February 24, 2006 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2005 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-31431 US BIODEFENSE, INC. (Name o

October 21, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2005 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 U

October 12, 2005 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form N-SAR For Period Ended: August 31, 2005 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR Fo

July 18, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2005 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 US B

April 28, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

10QSB 1 ubdf10qsb20050228.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2005 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

April 19, 2005 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB[ ] Form N-SAR For Period Ended: February 28, 2005 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

April 15, 2005 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended November 30, 2004 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-31431 US BIODEF

April 5, 2005 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2005

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2005 US Biodefense, Inc. (Exact name of Registrant as specified in charter) Utah 000-31431 33-0052057 (State of Other Jurisdiction of Incorporation) (Commission File Numbe

April 5, 2005 CORRESP

April 4, 2005

April 4, 2005 To: Brian K. Bhandari Staff Accountant United States Securities and Exchange Commission Office of Emerging Growth Companies 450 Fifth Street, N.W. Washington, D.C. 20549 Re: US Biodefense, Inc. Form 8-K filed 03/18/05, amended 04/01/05 File No.: 000-31431 Dear Mr. Bhandari: The following are the Company's responses and revisions to its filing pursuant to your letter dated March 24, 2

April 1, 2005 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2005

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2005 US Biodefense, Inc. (Exact name of Registrant as specified in charter) Utah 000-31431 33-0052057 (State of Other Jurisdiction of Incorporation) (Commission File Numbe

April 1, 2005 CORRESP

March 30, 2005

March 30, 2005 To: Brian K. Bhandari Staff Accountant United States Securities and Exchange Commission Office of Emerging Growth Companies 450 Fifth Street, N.W. Washington, D.C. 20549 Re: US Biodefense, Inc. Form 8-K filed 03/18/05 File No.: 000-31431 Dear Mr. Bhandari: The following are the Company?s responses and revisions to its filing pursuant to your letter dated March 24, 2005: Form 8-K fil

April 1, 2005 EX-16

Beckstead and Watts, LLP

EX-16 3 exhibit16consent33105.htm Beckstead and Watts, LLP Certified Public Accountants 2425 W Horizon Ridge Parkway Henderson, NV 89052 702.257.1984 tel 702.362.0540 fax March 31, 2005 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: The firm of Beckstead and Watts, LLP was previously principal accountant for US Biodefense, Inc. (the "Company") and reported on the f

March 18, 2005 EX-99

Beckstead and Watts, LLP

Beckstead and Watts, LLP Certified Public Accountants 2425 W. Horizon Ridge Parkway Henderson, NV 89052 702.257.1984 702.362.0540 fax March 17, 2005 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: The firm of Beckstead and Watts, LLP was previously principal accountant for US Biodefense, Inc. (the "Company") and reported on the financial statements of the Company fo

March 18, 2005 8-K

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): March 14, 2005

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): March 14, 2005 US Biodefense, Inc. (Exact name of Registrant as specified in charter) Utah 000-31431 33-0052057 (State of Other Jurisdiction of Incorporation) (Commission File Number)

February 28, 2005 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [X] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR For Period Ended: November 30, 2004 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

January 18, 2005 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [X] Definitive Information Statement US Biodefense, Inc. (Nam

January 7, 2005 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [ ] Definitive Information Statement US Biodefense, Inc. (Nam

December 6, 2004 EX-99

U.S. BioDefense Signs Commercial Evaluation Agreement Related To A Method For Universal Inactivation of Viruses, Parasites, and Tumor Cells with National Institute of Health (NIH)

Exhibit 99.1 U.S. BioDefense Signs Commercial Evaluation Agreement Related To A Method For Universal Inactivation of Viruses, Parasites, and Tumor Cells with National Institute of Health (NIH) CITY OF INDUSTRY, Calif., - U.S. BioDefense (OTC Bulletin Board: UBDF - News) is pleased to announce today that it has entered into a COMMERCIAL EVALUATION LICENSE AGREEMENT Docket #E-303-2003/0 related to t

December 6, 2004 EX-10

PUBLIC HEALTH SERVICE

Exhibit 10.1 PUBLIC HEALTH SERVICE COMMERCIAL EVALUATION LICENSE AGREEMENT This Agreement is entered into between the National Institutes of Health ("NIH"), the Centers for Disease Control and Prevention ("CDC"), or the Food and Drug Administration ("FDA"), hereinafter singly or collectively referred to as "PHS", agencies of the United States Public Health Service within the Department of Health a

December 6, 2004 8-K

Current Report

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): November 8, 2004 US BIODEFENSE, INC. - (Exact name of registrant as specified in its charter) Utah 000-31431 33-0052057 - - - (State or Other (Commission (IRS Employer Jurisdiction of

October 15, 2004 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 2004 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 U

July 21, 2004 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2004 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31431 US B

July 15, 2004 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-QSB[ ] Form N-SAR For Period Ended: May 31, 2004 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

April 24, 2003 8-K

Current Report

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): April 1, 2003 Piedmont, Inc. (Exact name of Registrant as specified in charter) Utah 000-31431 33-0052057 (State of Other Jurisdiction of Incorporation) (Commission File Number) (IRS

April 24, 2003 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ___)

DEF 14C 1 pdmntsch14c.htm SCHEDULE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential - For Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) [X] Definitive Informa

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