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.
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(Exact name of registrant as specified in its charter)
Utah 000-31431 33-0052057
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
13674 E. Valley Blvd.
City of Industry, CA 91746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 961-0562
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 8, 2004, we entered into a Commercial Evaluation License Agreement with the United States Public Health Service within the Department of Health and Human Services. The Agreement grants us a nonexclusive license to evaluate the suitability for commercial development of cellular and viral inactivation applied for in a Provisional Patent Application. We paid $3,500 for the license. The term of the Agreement is six months.
The foregoing description of the terms and conditions of the Commercial Evaluation License Agreement are qualified in their entirety by, and made subject to, the more complete information set forth in the Commercial Evaluation License Agreement attached to this Report as Exhibit 10.1.
ITEM 7.01 REGULATION FD DISCLOSURE.
On November 8, 2004, we issued the press release attached to this Report as Exhibit 99.1 announcing this information.
The press release is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The press release attached to this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
10.1 Public Health Service Commercial Evaluation License Agreement between the Registrant and the United States Public Health Service within the Department of Health and Human Services, dated November 8, 2004.
99.1 Press Release re: 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, dated November 8, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
US BIODEFENSE, INC.
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Registrant
Date: November 8, 2004 By: /s/ David Chin
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David Chin
President