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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 September 27, 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, September 7, 2007, that our board of directors has recommended, and that |
the holder of the majority of our capital stock intends to vote on September 27, 2007 in favor of a resolution which will |
grant us the authority to distribute the shares we own in our wholly-owned subsidiary, Emergency Disaster Systems, |
Inc., to our shareholders. |
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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 |
September 7, 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 September 7, 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 September 27, 2007 to grant us the authority to distribute the shares we own in our |
wholly-owned subsidiary, Emergency Disaster Systems, Inc., to our shareholders. |
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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 September 7, 2007 as |
the record date for determining the stockholders entitled to notice of the above noted action. The approval of the |
proposed action to distribute our ownership of our wholly-owned subsidiary, Emergency Disaster Systems, Inc., to our |
shareholders requires 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 distribution of |
our ownership in EDS 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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PROPOSAL |
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DISTRIBUTE THE SHARES OF EMERGENCY DISASTER SYSTEMS |
TO SHAREHOLDERS OF US BIODEFENSE |
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Our board of directors has adopted a resolution to seek stockholder approval for authority to distribute the |
600,000 shares of Emergency Disaster Systems that we own to our shareholders. The ratio at which the distribution is |
expected to take place, that the board of directors approved and deemed advisable, and for which it is seeking |
stockholder approval, is for every approximately 100 shares of US Biodefense you own, you will receive one share of |
Emergency Disaster Systems. After the distribution of EDS shares to our shareholders, we will no longer own any |
shares in EDS. |
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A shareholder possessing a majority of our voting common stock has expressed that he will vote in favor of |
the proposal. Therefore, we expect this action to be authorized without the concurrence of any of our other |
stockholders. |
The distribution will 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. The voting and other |
rights of the holders of our common stock would not be affected by the distribution. For example, a holder of 0.5 |
percent of the voting power of the outstanding shares of our common stock immediately prior to the distribution would |
continue to hold 0.5 percent of the voting power of the outstanding shares of our common stock after the distribution. |
The number of stockholders of record would not be affected by the distribution. |
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Stockholders should note that the effect of the distribution 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 |
distribution will not be less than the current market price for our shares of common stock immediately prior to the |
distribution. Furthermore, there can be no assurance that the market price of our common stock immediately after the |
distribution will be maintained for any period of time. Moreover, because some investors may view the distribution |
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 distribution will either exceed or remain in excess of the current |
market price. |
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There is no public market for the common stock of EDS. The current and potential market for EDS common |
stock is limited. In the absence of being listed, no market is available for holders of EDS common stock to sell their |
shares. We cannot guarantee that a meaningful trading market will develop. |
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If the stock of EDS ever becomes tradable, of which we cannot guarantee success, the trading price of its |
common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond |
managements control. In addition, the stock market may experience extreme price and volume fluctuations, which, |
without a direct relationship to the operating performance, may affect the market price of the stock of EDS. |
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All of the outstanding shares of common stock of EDS, are restricted securities as defined under Rule 144 |
promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an |
exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person |
who has satisfied a one year holding period for such restricted securities may sell, within any three month period |
(provided EDS is current in its reporting obligations under the Exchange Act) subject to certain manner of resale |
provisions, an amount of restricted securities which does not exceed the greater of 1% of a companys outstanding |
common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such |
sale. Sales of shares by EDS shareholders, whether pursuant to Rule 144 or otherwise, may have an immediate |
negative effect upon the price of EDS common stock in any market that might develop. |
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Effective Date |
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If the proposed distribution of shares of EDS is approved, the action would become effective as of 5:00 p.m. |
Pacific Standard Time on September 27, 2007. All shareholders of our common stock of record as of September 7, |
2007 will receive, automatically and without any action on the part of the stockholders, shares in EDS at the above- |
specified ratio. |
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Vote Required |
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The affirmative vote of a majority of the total number of shares of our issued and outstanding capital stock is |
required to approve the grant of authority to our directors to implement the forward stock split. |
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The board of directors recommends a vote FOR approval of the grant of authority to our directors to |
implement the forward stock split. |
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SECURITY OWNERSHIP OF MANAGEMENT |
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The following table sets forth as of July 31, 2007, certain information regarding the beneficial ownership of |
our common stock by: |
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1. Each person who is known us to be the beneficial owner of more than 5% of the common stock, |
Set forth below are summary descriptions containing the name of the Companys interim director and officer, |
and the business and educational experience of each during at least the last five years: |
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David Chin attended the University of Irvine from 1988 to 1993, studying general education, management |
and business. Since 1996 Mr. Chin has successful built a start up company involved with vocation training with |
$100,000 dollars in revenue in 1996 to $2 million in 2002. Currently Mr. Chin serves as Director, Chairman, |
President, and CEO of Camino Real Career School. |
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David Chins Business Experience: |
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2002 2005: President of Financialnewsusa.com Inc., 13674 E. Valley Blvd, City of Industry, CA |
91746 |
1996 Present: President and Founder of Camino Real Career School, 13674 E. Valley Blvd., La |
Puente, CA 91746. |
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Board Committees |
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The Company currently has no compensation committee or other board committee performing equivalent |
functions. Currently, all members of the Companys board of directors participate in discussions concerning executive |
officer compensation. |
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Involvement on Certain Material Legal Proceedings During the Last Five Years |
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No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive |
of traffic violations. |
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No bankruptcy petitions have been filed by or against any business or property of any director, officer, |
significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or |
business association where these persons were general partners or executive officers. |
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No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, |
suspended or otherwise limited from involvement in any type of business, securities or banking activities. |
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No director, officer or significant employee has been convicted of violating a federal or state securities or |
commodities law. |
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COPIES OF ANNUAL AND QUARTERLY REPORTS |
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We will furnish a copy of our Annual Report on Form 10-KSB for the year ended November 30, 2007 all |
subsequent Quarterly Reports on Form 10-QSB and any exhibit referred to therein without charge to each person to |
whom this information statement is delivered upon written or oral request by first class mail or other equally prompt |
means within one business day of receipt of such request. Any request should be directed to our corporate secretary at: |
375 South 6th Avenue, City of Industry, California 91746. |