|UNITED STATES                                                   
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|SECURITIES AND EXCHANGE COMMISSION                              
|Washington, D.C. 20549                                          
|                                                                
|<R>Amendment No. 2                                              
|to                                                              
|Form 10-KSB</R>                                                 
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|[X]                                                             
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|[ ]                                                             
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|Commission File Number 000-31431                                
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|US BIODEFENSE, INC.                                             
|(Name of small business issuer in its charter)                  
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|Issuers telephone number: (626) 961-8039                       
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|Securities Registered Pursuant to Section 12(b) of the Act: NONE
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|Securities Registered Pursuant to Section 12(g) of the Act:     
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|COMMON                                                          
|(Title of class)                                                
|                                                                
|                                                                
|(Title of class)                                                

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|Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the  
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|past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
|to such filing requirements for the past 90 days. [X] Yes [ ] No                                                           
|                                                                                                                           
|Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this    
|form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information       
|statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [  ]            
|                                                                                                                           
|The issuer's revenue for its most recent fiscal year was$159,166.                                                          
|                                                                                                                           
|The Companys common stock is listed on the Over-the-Counter Bulletin Board under the stock ticker symbol                  
|UBDE. The aggregate market value of the voting and non-voting common equity held by non-affiliates as of                 
|February 22, 2005 was$34,591.20.                                                                                           
|                                                                                                                           
|The number of shares outstanding of each of the issuer's classes of common equity, as of November 30, 2005 was             
|30,304,047.                                                                                                                
|                                                                                                                           
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                        
|                                                                                                                           
|If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-      
|KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2)  
|any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of   
|1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual        
|report to security holders for fiscal year ended December 24, 1990).                                                       
|                                                                                                                           
|Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]                                                  
|<R>                                                                                                                        
|PART I                                                                                                                     
|ITEM 1.                                                                                                                    
|ITEM 2.                                                                                                                    
|ITEM 3.                                                                                                                    
|ITEM 4.                                                                                                                    
|PART II                                                                                                                    
|ITEM 5.                                                                                                                    
|ITEM 6.                                                                                                                    
|FINANCIAL CONDITION                                                                                                        
|ITEM 7.                                                                                                                    
|ITEM 8.                                                                                                                    
|FINANCIAL DISCLOSURE                                                                                                       
|ITEM 8A. CONTROLS AND PROCEDURES                                                                                           
|ITEM 8B. OTHER INFORMATION                                                                                                 
|PART III                                                                                                                   
|ITEM 9.                                                                                                                    
|WITH SECTION 16(A) OF THE EXCHANGE ACT                                                                                     
|ITEM 10.                                                                                                                   
|ITEM 11.                                                                                                                   
|ITEM 12.                                                                                                                   
|ITEM 13.                                                                                                                   
|ITEM 14.                                                                                                                   
|SIGNATURES                                                                                                                 
|</R>                                                                                                                       
|                                                                                                                           
|-2-                                                                                                                        

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|FORWARD LOOKING STATEMENTS                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|This Annual Report contains forward-looking statements about our business, financial condition and prospects               
|that reflect our managements assumptions and beliefs based on information currently available. We can give no             
|assurance that the expectations indicated by such forward-looking statements will be realized. If any of our               
|assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should           
|materialize, US Biodefense, Inc.s actual results may differ materially from those indicated by the forward-looking        
|statements.                                                                                                                
|                                                                                                                           
|The key factors that are not within our control and that may have a direct bearing on operating results include,           
|but are not limited to, acceptance of our services, our ability to expand its customer base, managements ability to raise 
|capital in the future, the retention of key employees and changes in the regulation of our industry.                       
|                                                                                                                           
|There may be other risks and circumstances that management may be unable to predict. When used in this                     
|Report, words such as,"believes," "expects," "intends," "plans," "anticipates," "estimates"and similar expressions         
|are intended to identify and qualify forward-looking statements, although there may be certain forward-looking             
|statements not accompanied by such expressions.                                                                            
|                                                                                                                           
|PART I                                                                                                                     
|                                                                                                                           
|ITEM 1. BUSINESS.                                                                                                          
|                                                                                                                           
|Business Development                                                                                                       
|                                                                                                                           
|We were incorporated in the State of Utah on June 29, 1983, under the name Teal Eye, Inc. We merged with                   
|Terzon Corporation and changed our name to Terzon Corporation in 1984. We subsequently changed our name to                 
|Candy Stripers Candy Corporation. We were engaged in the business of manufacturing and selling candy and gift items        
|to hospital gift shops across the country. We were traded Over-the-Counter Bulletin Board for several years. In 1986       
|we ceased the candy manufacturing operations and filed for Chapter 11 Bankruptcy protection. After emerging from           
|Bankruptcy in 1993, we remained dormant until January 1998, when we changed our name to Piedmont, Inc. On May              
|13, 2003, we filed an amendment to our Articles of Incorporation to change our name from Piedmont, Inc. to US              
|Biodefense, Inc.                                                                                                           
|                                                                                                                           
|We are focused on encouraging the development, manufacture and commercialization of biologic products for                  
|the prevention and treatment of human infectious disease. Our current business strategy focuses on the potential           
|commercialization of biologic products to counter potential bioterrorism threats.                                          
|                                                                                                                           
|On February 15, 2005, we entered into a consulting agreement with an independent consultant to assist with                 
|the development of its NIH SBIR Grant proposal related to the creation of a Stem Cell Research Center of Excellence.       
|The consultant will serve as a Scientific Advisor to the Company and will assist with grant writing editing and review of  
|a letter of intent and final proposal for the Stem Cell Center of Excellence. The agreement has a term of one year,        
|which may be extended upon agreement by both parties. As compensation for entering into the agreement, the                 
|consultant will be paid at the rate of $100 per hour.                                                                      
|                                                                                                                           
|On February 23, 2005, we entered into an Option Agreement with UCL Biomedica Plc to license patent rights                  
|applications related to the development of artificial liver and therapeutic re-population in patients with liver disease in
|exchange for₤13,245.53. This option agreement gave us a non-exclusive license for European Patent Application No.          
|02743434.9 and U.S. patent application 10/483,190 entitled Liver cell progenitor and use for the treatment of liver       
|disease and related foreign applications with UCL BioMedica Plc., a wholly owned subsidiary of University College         
|London. Our goal was to evaluate the hepatic stem cell sorting and enrichment technology, which can be applied to          
|gene therapy and liver re-population technology and will release more detailed information about the Hepatic Stem Cell     
|technology and potential applications, including gene therapy and re-population in patients with liver disease.            
|                                                                                                                           
|-3-                                                                                                                        

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|On February 28, 2005, we launched T2X.us, a High Tech Transfer Search Engine, which is developing a                        
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|search engine identifying intellectual property modeling the functionality of general portal search engines like Google    
|(NasdaqNM:GOOG-News), Yahoo (NasdaqNM:YHOO-News), and LookSmart (NasdaqNM:LOOK-News). U.S.                                 
|BioDefense staff currently uses the search engine to accelerate the identification of stem cell and biodefense intellectual
|property acquisition programs. Programmers are now updating the T2X search engine for more robustness in                   
|preparation for a commercial version launch. T2X is a search engine facilitating innovation exchange connecting VC's,      
|small business, and public companies seeking technologies with universities, government agencies and scientists. T2X       
|is an online Technology Transfer Exchange where commercial members can identify technology that is available for           
|licensing or partnering from universities, research labs and scientists.                                                   
|                                                                                                                           
|On May 10, 2005, we entered into an agreement with the University of Texas MD Anderson Cancer Center for                   
|the priority option to review and license the patent pending technology entitled Use of Non-marrow Stem Cell for          
|Cardiac Regeneration. We paid a fee of $30,000 for the non-exclusive right to review this patent. In the last 60 years,   
|M. D. Anderson has built a reputation for excellence in cancer patient care, research, education and prevention.           
|                                                                                                                           
|<R>On May 11, 2005 we entered into a 24-month patent listing and technology transfer alliance agreement                    
|with Diamond I Inc. (OTC BB:DMOI.OB-News), a developer of wireless handheld gaming products. As                            
|consideration, we received 5,000,000 shares of the common stock of Diamond I. Under the agreement, U.S.                    
|BioDefense will market the intellectual property on its technology transfer exchange web site www.T2X.us. We will          
|focus on assisting Diamond I in generating new revenue channels from potential licensees in order to rapidly bring to      
|market its patent pending biometric security technology. Sellers such as scientists, government agencies, corporations     
|and Universities with technology they wish to out-license provide either an online listing or non-confidential             
|descriptions of their technologies. Each day, buyers can search information online or be matched with confidential         
|opportunities with interests and send complete information to all parties. The site is aggregated so users can freely      
|access VA, SBA, EPA, FEMA, NTTC, and NASA's collection of technologies.</R>                                                
|                                                                                                                           
|On July 6, 2005 we entered into a six month option to license world patent application WO 03/054202 A1 and                 
|U.S. patient application 5,958,767 entitled Generation of Human Neural Crest Stem Cell Line and Its Utilization in        
|Human Transplantation and related applications with the University of British Columbia. This technology was               
|developed by Dr. Seung Kim in the Department of Neurology at UBC. In exchange we paid an option fee of $5,000 to           
|UBC and will evaluate the neural crest stem cell line and its utilization in human transplantation, which can be used to   
|treat brain and spinal cord repair, and will release more detailed information about the neural crest stem cell technology 
|and potential applications, including gene therapy.                                                                        
|                                                                                                                           
|On October 15, 2005, we entered into an agreement with Financialnewsusa.com, a related party, to provide                   
|consulting services to them in exchange for $40,000. The agreement has a term of six months and may be extended            
|upon agreement by both parties. Either party may cancel the agreement with five days written notice in the event of a      
|material violation of the agreement. Either party may cancel the agreement for any reason upon 30 days written notice.     
|We have been paid $20,000 upon execution of the agreement, with the balance of the contract due in January of 2006.        
|We cannot guarantee that we will be able to attract future customers and continue to generate sales.                       
|                                                                                                                           
|Business of Issuer                                                                                                         
|                                                                                                                           
|Principal Products and Principal Markets                                                                                   
|                                                                                                                           
|We plan to evaluate the economic potential of new biological technologies as we discover them. We are not in               
|the business of researching and developing such technologies ourselves. US Biodefense plans to license intellectual        
|property from researchers or organizations to evaluate its commercial feasibility. We plan to develop relationships with   
|universities and private entities to utilize research facilities and manpower to appraise the marketability of the         
|technologies. In the event a technology is found to have viable commercial applications, we will seek third-parties to     
|manufacture items for sale to government and corporate customers. We will rely on marketing, distribution and co-          
|promotion agreements for the dissemination of the items produced.                                                          
|                                                                                                                           
|-4-                                                                                                                        

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|Our current focus is on evaluating potential commercial applications for cellular and viral inactivation in                
|---------------------------------------------------------------------------------------------------------------------------
|accordance with the commercial evaluation license agreement we entered into with the United States Public Health           
|Service. The license pertains to a method of rendering viruses, parasites and tumor cells inactive. Once inactivated,      
|these agents can be used as vaccines against diseases caused by their harmful counterparts without the threat of           
|infection.                                                                                                                 
|                                                                                                                           
|Vaccination against pathogens has been one of the major accomplishments of medicine in terms of increasing                 
|quality and length of life. While effective vaccines have been developed for a large number of diseases, development of    
|safe and effective vaccines for other diseases remain problematic. The use of inactivated microbial agents, which are      
|essentially microbes that are no longer living organisms, as a vaccine, although generally safe, will not always be        
|effective if the characteristics that would provide immunity from the agents are altered. In most cases, the preferential  
|degradation of certain properties of the inactivated microorganism might produce a weak or poorly targeted immune          
|response that permits a less than ideal response when the host is later challenged with the live microorganism. On the     
|other hand, while the exposure to live attenuated microbial agents as vaccines will often provide improved immunity,       
|use of such live agents increases the risk that the vaccine itself will be infectious. Thus, there is generally a trade-off
|between improved effectiveness and a greater degree of safety when selecting between the viral inactivation and viral      
|attenuation techniques in the preparation of vaccines.                                                                     
|                                                                                                                           
|Distribution Methods of Our Products                                                                                       
|                                                                                                                           
|Our marketing activities will be focused on key vertical markets and will be primarily conducted by our                    
|management and any independent contractors we have employ. Our marketing approach will begin with the                      
|development of information concerning the requirements of our potential customers for the types of technical services      
|that we provide. This information is gathered in the course of contract performance, reviewing requests for competitive    
|bids, formal briefings, participation in professional organizations and published literature. This information is then     
|evaluated in order to devise and implement the best means of taking advantage of available business opportunities,         
|including the preparation of proposals responsive to the stated and perceived needs of customers. Our products may be      
|marketed with the assistance of independent sales representatives. We have not yet implemented any marketing               
|activities and have not determined when we may begin to do so.                                                             
|                                                                                                                           
|Competitive Business Conditions and the Issuers Competitive Position                                                      
|                                                                                                                           
|Our business is highly competitive. We have a large number of competitors, all of which have been                          
|established longer and have substantially greater financial resources and larger technical staffs. We also compete with    
|specialized entities that are able to concentrate their resources on particular areas. We may also compete with the U.S.   
|Government's own in-house capabilities and federal non-profit contract research centers.                                   
|                                                                                                                           
|We compete on the basis of technical expertise, management and marketing abilities and price. Our continued                
|success is dependent upon our ability to hire and retain highly qualified scientists, engineers, technicians, management   
|and professional personnel who will provide superior service and performance on a cost-effective basis.                    
|                                                                                                                           
|Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration          
|                                                                                                                           
|On February 23, 2005, we entered into a 90 day Option Agreement with UCL Biomedica Plc to license patent                   
|rights applications related to the development of artificial liver and therapeutic re-population in patients with liver    
|disease in exchange for₤13,245.53. This option agreement gave us a non-exclusive license for European Patent               
|Application No. 02743434.9 and U.S. patent application 10/483,190 entitled Liver cell progenitor and use for the          
|treatment of liver disease and related foreign applications with UCL BioMedica Plc., a wholly owned subsidiary of         
|University College London.                                                                                                 
|                                                                                                                           
|On May 10, 2005, we entered into an agreement with the University of Texas MD Anderson Cancer Center for                   
|the priority option to review and license the patent pending technology entitled Use of Non-marrow Stem Cell for          
|Cardiac Regeneration. We paid a fee of $30,000 for the non-exclusive right to review this patent. In the last 60 years,   
|M. D. Anderson has built a reputation for excellence in cancer patient care, research, education and prevention.           
|                                                                                                                           
|-5-                                                                                                                        

---

|On July 6, 2005 we entered into a six month option to license world patent application WO 03/054202 A1 and                
|--------------------------------------------------------------------------------------------------------------------------
|U.S. patient application 5,958,767 entitled Generation of Human Neural Crest Stem Cell Line and Its Utilization in       
|Human Transplantation and related applications with the University of British Columbia. This technology was              
|developed by Dr. Seung Kim in the Department of Neurology at UBC. In exchange we paid an option fee of $5,000 to          
|UBC and will evaluate the neural crest stem cell line and its utilization in human transplantation, which can be used to  
|treat brain and spinal cord repair, and will release more detailed information about the neural crest stem cell technology
|and potential applications, including gene therapy.                                                                       
|                                                                                                                          
|Need for Government Approval                                                                                              
|                                                                                                                          
|As part of our strategy, we will be dependent upon contracts from U.S. government agencies. All U.S.                      
|government contracts and subcontracts may be modified, curtailed or terminated at the convenience of the government       
|if program requirements or budgetary constraints change. If a contract is terminated for convenience, we will be          
|generally reimbursed for our allowable costs, as determined by the government through the date of termination and will    
|be paid a proportionate amount of the stipulated profit or fee attributable to the work actually performed. Contract and  
|program modifications, curtailments or terminations may have a material adverse effect on our operations.                 
|                                                                                                                          
|In addition, the U.S. government may terminate a contract for default. A termination could have a significant             
|adverse impact on our business and reputation. If a contract is terminated for default, we may be unable to recover       
|amounts billed or billable under the contract and may be liable for other costs and damages.                              
|                                                                                                                          
|Effect of existing or probable government regulations                                                                     
|                                                                                                                          
|The terrorist attacks of September through November 2001 in the United States changed political and                       
|budgetary attitudes towards bioterrorism threats. We believe that the U.S. government has recognized that it must         
|provide incentives for private industry to develop and manufacture biodefense products. On October 1, 2003, Congress      
|passed the Department of Homeland Security Appropriations Act, 2004 which includes $5.6 billion over a 10-year            
|period for the purchase of medical countermeasures against bioterrorist attacks. The HSAA allows up to $885 million       
|of this to be spent in fiscal year 2004 and a maximum of $3.4 billion through fiscal year 2008. These purchases are       
|expected to commence in the governments 2004 fiscal year, which began on October 1, 2003.                                
|                                                                                                                          
|In January 2003, President Bush announced Project BioShield with the intention of accelerating the availability           
|of effective countermeasures against bioterrorism. If passed, Project BioShield would increase the NIHs authorities      
|and flexibility to facilitate the development of new products for biodefense, establish a U.S. Food and Drug              
|Administration (FDA) emergency use authorization and provide an efficient mechanism for biodefense vaccine              
|purchase. In July 2003, the U.S. House of Representatives passed the Project BioShield legislation by a vote of 421-to-   
|2. The legislation is pending approval in the U.S. Senate.                                                                
|                                                                                                                          
|The technology we are evaluating, if deemed commercially viable, will be subject to federal regulation in the             
|United States, principally by the FDA under the Federal Food, Drug, and Cosmetic Act, and by state and local              
|governments, as well as regulatory and other authorities in foreign governments. Such regulations govern or influence,    
|among other things, the testing, manufacture, safety and efficacy requirements, labeling, storage, record keeping,        
|licensing, advertising, promotion, distribution and export of products, manufacturing and the manufacturing process. In   
|many foreign countries, such regulations also govern coverage and the prices charged for products under their             
|respective national social security systems. The potential resultant products we seek to bring to market will be          
|considered biological drug products. Biologics are subject to rigorous regulation by the FDA in the United States and     
|similar regulatory bodies in other countries. This process is lengthy and we will not be able generate revenues in the    
|event any potential biologic application is denied.                                                                       
|                                                                                                                          
|Amount spent during each of the last two fiscal years on research and development                                         
|                                                                                                                          
|We do not conduct research and development activities in-house. We contract with third-party laboratories                 
|and research facilities to conduct a significantly all of our research and development activities. As a result, we have   
|incurred a total of $98,796 in research and development related expenses over the past two fiscal years.                  
|                                                                                                                          
|-6-                                                                                                                       

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|Employees                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|We do not have any employees. Instead, we presently rely on the efforts of our President, David Chin, who                
|devotes an average of 10 hours per week to our operations. We believe that our operations are currently on a small       
|scale that is manageable by a one individual. While we believe that the addition of employees is not required over the   
|next 12 months, we may contract independent contracts to assist in the implementation and/or marketing of our            
|business. These representatives are not intended to be employees of our company.                                         
|                                                                                                                         
|Reports to Security Holders                                                                                              
|                                                                                                                         
|Annual Reports                                                                                                           
|                                                                                                                         
|We intend to furnish our shareholders with audited annual financial reports certified by our independent                 
|registered public accountants, and may, in our discretion, furnish unaudited quarterly financial reports.                
|                                                                                                                         
|Periodic Reports with the SEC                                                                                            
|                                                                                                                         
|We are a reporting issuer with the Securities and Exchange Commission. We file annual reports on Form 10-                
|KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and amendments to these reports filed or              
|furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as required to maintain  
|the fully reporting status.                                                                                              
|                                                                                                                         
|Availability of Filings                                                                                                  
|                                                                                                                         
|You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F                     
|Street, N.E., Washington, D.C. 20002. You may obtain information on the operation of the Public Reference Room by        
|calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at                
|http://www.sec.gov.                                                                                                      
|                                                                                                                         
|Risk Factors                                                                                                             
|                                                                                                                         
|We may not be able to attain profitability without additional funding, which may be unavailable.                         
|                                                                                                                         
|We have limited capital resources. To date, we have funded our operations from the sale of equity securities             
|and have generated limited cash from operations. Unless we begin to generate sufficient recurring revenues to finance    
|operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency            
|problems may force us to go out of business if additional financing is not available. No alternative sources of funds are
|available to us in the event we are unable to locate adequate capital.                                                   
|                                                                                                                         
|Our independent registered public accountants have qualified their report to express substantial doubt about our         
|companys ability to continue as a going concern.                                                                        
|                                                                                                                         
|As of the date of this annual report, we have an accumulated deficit in the amount of $3,785,355. Taking this            
|fact into account, our independent registered public accountants have expressed substantial doubt about our ability to   
|continue as a going concern in their report to the financial statements included in this annual report. If our business  
|fails, you may face a complete loss of your investment.                                                                  
|                                                                                                                         
|-7-                                                                                                                      

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|We do not have any facilities appropriate for clinical testing, we lack significant manufacturing experience and we     
|------------------------------------------------------------------------------------------------------------------------
|have very limited sales and marketing personnel. We are currently dependent upon our acquiring licenses or others       
|for several of these functions and will likely remain dependent upon others for these functions.                        
|                                                                                                                        
|                                                                                                                        
|time, we have very limited sales and marketing personnel. We are currently dependent upon our licensees or others for   
|several of these functions and in the course of our development program, we will likely be required to enter into       
|additional arrangements with other companies or universities or clinical investigators for our animal testing, human    
|clinical testing, manufacturing, and sales and marketing activities. If our licensees breach their obligations under our
|license agreements to perform these functions or we are otherwise unable to retain third parties for these purposes on  
|acceptable terms, we may be unable to successfully develop, manufacture and market our proposed products. In            
|addition, any failures by third parties to adequately perform their responsibilities may delay the submission of our    
|proposed products for regulatory approval, impair our ability to deliver our products on a timely basis or otherwise    
|impair our competitive position. Our dependence on third parties for the development, manufacture, sale and marketing   
|of our products also may adversely affect our profit margins.                                                           
|                                                                                                                        
|We intend to continue to license our vaccine candidates from third parties and there is no guarantee that any           
|candidate will be economically viable.                                                                                  
|                                                                                                                        
|                                                                                                                        
|continue to license further biotechnology from third-parties. We do not conduct our own research and development        
|activities. The technology we license and any future technology we may license are unproven and may be unsuitable       
|for commercial use. In the event we are unable to commercialize any licensed technology, we will be unable to           
|generate revenues. Furthermore, there is no guarantee that, if the licensed technology is deemed commercially viable,   
|we will be able to obtain sales and marketing agreements, in which case we will be unable to generate revenues.         
|                                                                                                                        
|Product development efforts may not yield marketable products due to results of studies or trials, failure to achieve   
|regulatory approvals or market acceptance, proprietary rights of others or manufacturing issues.                        
|                                                                                                                        
|                                                                                                                        
|regulatory approval to market new biopharmaceutical products. We expect that a significant portion of the technology    
|that we will evaluate will involve new and unproven technologies. Our potential products may appear to be promising     
|at various stages of development yet fail to reach the market for a number of reasons, including the:                   
|                                                                                                                        
|1.                                                                                                                      
|                                                                                                                        
|                                                                                                                        
|2.                                                                                                                      
|                                                                                                                        
|3.                                                                                                                      
|                                                                                                                        
|4.                                                                                                                      
|                                                                                                                        
|                                                                                                                        
|We will be significantly dependent upon contracts with the U.S. government. If we are unable to obtain contracts to     
|supply the U.S. government, we may not be able to continue our business.                                                
|                                                                                                                        
|                                                                                                                        
|contract. Moreover, the award of one government contract does not necessarily secure the award of future contracts      
|covering the same vaccine. We cannot be certain that we will be awarded any future contracts with the U.S.              
|government. We currently have no products to sell. However, upon commencement of our operations, of which we            
|cannot assure you, if we are unable to obtain contract awards to supply our products to the U.S. government, our        
|business will be harmed and it is unlikely that we will be able to ultimately commercialize any particular vaccine.     
|                                                                                                                        
|-8-                                                                                                                     

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|If we are unable to commercialize vaccine candidates, we will be unable to generate revenues.                              
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|The determination of when and whether a product is ready for large scale purchase and potential use will be                
|made by the government through consultation with a number of governmental agencies, including the Food and Drug            
|Administration, the National Institute of Health, the Centers for Disease Control and the Department of Homeland           
|Security. President Bush has proposed, and Congress is considering, measures to accelerate the development of              
|biodefense products through NIH funding, the review process by the FDA and the final government procurement                
|contracting authority. While this may help speed the approval of any prospective future vaccine candidates, it may also    
|encourage competitors to develop their own vaccine candidates. If competitive vaccine candidates gain approval, we         
|could face severe competition, which could harm our business.                                                              
|                                                                                                                           
|Vaccine development is a long, expensive and uncertain process, and delay or failure can occur at any stage of             
|clinical trials.                                                                                                           
|                                                                                                                           
|To develop vaccine candidates, we or our agents must provide the FDA and foreign regulatory authorities with               
|clinical data that demonstrate adequate safety and immune response. Statistically significant effectiveness of our         
|biodefense product candidates cannot initially be demonstrated in humans, but instead must be demonstrated, in part, by    
|utilizing animal models before they can be approved for commercial sale. Vaccine development to show adequate              
|evidence of effectiveness in animal models and safety and immune response in humans is a long, expensive and               
|uncertain process, and delay or failure can occur at any stage of our animal studies or clinical trials. Any delay or      
|significant adverse clinical events arising during any of our clinical trials could force us to abandon a vaccine candidate
|altogether or to conduct additional clinical trials in order to obtain approval from the FDA or foreign regulatory bodies. 
|These development efforts and clinical trials are lengthy and expensive, and the outcome is uncertain. If we are unable    
|to successfully develop our vaccine candidates, our revenues will suffer and our stock price is likely to decline.         
|                                                                                                                           
|The independent clinical investigators that we intend to rely upon to conduct clinical trials may not be diligent,         
|careful or timely and may make mistakes in the conduct of our clinical trials.                                             
|                                                                                                                           
|We intend to rely on independent clinical investigators to conduct our clinical trials. The investigators are not          
|our employees, and we cannot control the amount or timing of resources that they devote to our vaccine development         
|programs. If independent investigators fail to devote sufficient time and resources to our vaccine development             
|programs, or if their performance is substandard, it may delay FDA approval of our vaccine candidates. These               
|independent investigators may also have relationships with other commercial entities, some of which may compete with       
|us. If these independent investigators assist our competitors at our expense, it could harm our competitive position.      
|                                                                                                                           
|Political or social factors may delay or impair our ability to market vaccine products.                                    
|                                                                                                                           
|Products developed to treat diseases caused by or to combat the threat of bioterrorism will be subject to                  
|changing political and social environments. The political and social responses to bioterrorism have been highly charged    
|and unpredictable. Political or social pressures may delay or cause resistance to bringing our products to market or limit 
|pricing of our products, which would harm our business.                                                                    
|                                                                                                                           
|-9-                                                                                                                        

---

|We may fail to protect our intellectual property or may infringe on the intellectual property rights of others, either of 
|--------------------------------------------------------------------------------------------------------------------------
|which could harm our business.                                                                                            
|                                                                                                                          
|If we are unable to protect our intellectual property, we may be unable to prevent other companies from using             
|our technology in competitive products. If we infringe on the intellectual property rights of others, we may be           
|prevented from developing or marketing our product candidates. We rely on patent and other intellectual property          
|protection to prevent our competitors from manufacturing and marketing our product candidates. Our technology,            
|including technology licensed from the National Institute of Health, or that we may license in the future, if any, will be
|protected from unauthorized use by others only to the extent that it is covered by valid and enforceable patents or       
|effectively maintained as trade secrets. The patent positions of pharmaceutical and biotechnology companies can be        
|highly uncertain and involve complex legal and factual questions. No consistent policy regarding the breadth of claims    
|allowed in biotechnology patents has emerged to date. Accordingly, we cannot predict the scope and breadth of patent      
|claims that may be afforded to other companies patents. In addition, we could incur substantial costs in litigation if we
|are required to defend against patent suits brought by third parties, or if we initiate these suits.                      
|                                                                                                                          
|Because of competitive pressures from competitors with more resources we may fail to implement our business model         
|profitably.                                                                                                               
|                                                                                                                          
|We are entering a highly competitive market segment. Our expected competitors include several larger and                  
|more established companies in the biodefense and pharmaceutical industries. Generally, our actual and potential           
|competitors have substantially greater capital resources, larger research and development staffs and facilities, greater  
|experience in drug development and in obtaining regulatory approvals, and greater marketing capabilities than we do.      
|Our competitors include fully integrated pharmaceutical companies and biotechnology companies that currently have         
|drug and target discovery efforts, as well as universities and public and private research institutions. Our commercial   
|opportunities will be reduced or eliminated if our competitors develop and market products that we target. Researchers    
|are continually learning more about diseases, which may lead to new technologies for treatment. Our competitors may       
|succeed in developing and marketing products either that are more effective than those that we may develop, alone or      
|with our collaborators, or that are marketed before any products we develop are marketed.                                 
|                                                                                                                          
|We currently do not have an internal marketing and sales force and may rely on third parties for the sales or             
|marketing of some or all of our vaccines if they are successfully developed. Our dependence on third parties may          
|delay or impair our ability to generate revenues, or adversely affect our profitability.                                  
|                                                                                                                          
|We lack any sales or marketing history, and as of present do not have plans on developing internally such                 
|capability. We intend to rely on third parties for the sales and marketing of our products to entities other than the U.S.
|and foreign governments. Our lack of sales and marketing personnel and distribution relationships may impair our          
|ability to generate revenues.                                                                                             
|                                                                                                                          
|Failure to hire and retain key management employees could adversely affect our ability to obtain financing, develop       
|our products, conduct clinical trials or execute our business strategy.                                                   
|                                                                                                                          
|We are highly dependent on our senior management. These individuals have played a critical role in raising                
|capital and negotiating business development opportunities. If we lose the services of any key members of senior          
|management and we are unable to recruit qualified replacements where we deem it necessary, we may be unable to            
|achieve our business objectives.                                                                                          
|                                                                                                                          
|Our management is involved with other business activities, which could reduce the time they allocate to our               
|operations.                                                                                                               
|                                                                                                                          
|Our operations depend substantially on the skills and experience of Mr. David Chin, our President. Mr. Chin is            
|involved in other business activities and may, in the future, become involved in other business opportunities. If a       
|specific business opportunity becomes available, one or more of these individuals may face a conflict in selecting        
|between US Biodefense and his other business interests. We have not formulated a policy for the resolution of such        
|conflicts.                                                                                                                
|                                                                                                                          
|-10-                                                                                                                      

---

|Our stock is a speculative investment that may result in losses to investors.                                               
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|The trading price of our common stock is subject to wide fluctuations in response to various events or factors,             
|many of which are beyond our 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 our stock.  
|                                                                                                                            
|ITEM 2. DESCRIPTION OF PROPERTY                                                                                             
|                                                                                                                            
|Description of Property                                                                                                     
|                                                                                                                            
|US Biodefense, Inc. has its headquarters in California.  The mailing address is US Biodefense, Inc., 13674 E.               
|Valley Blvd., City of Industry, CA 91746, phone: (626) 961-8039. This office is provided by our officer and director at     
|a charge of $3,000, which includes rent and various shared expenses, which include a receptionist, various office           
|equipment and furniture and utilities expense. There are currently no proposed programs for the renovation,                 
|improvement or development of the facilities we currently use.  We believe that this arrangement is suitable given the      
|nature of our current operations, and also believe that we will not need to lease additional administrative offices for at  
|least the next 12 months.                                                                                                   
|                                                                                                                            
|Investment Policies                                                                                                         
|                                                                                                                            
|Our management does not currently have policies regarding the acquisition or sale of real estate assets                     
|primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real  
|estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate      
|activities.                                                                                                                 
|                                                                                                                            
|ITEM 3. LEGAL PROCEEDINGS                                                                                                   
|                                                                                                                            
|No Director, officer, significant employee or consultant of US Biodefense, Inc. has been convicted in a                     
|criminal proceeding, exclusive of traffic violations.                                                                       
|                                                                                                                            
|No Director, officer, significant employee or consultant of US Biodefense, Inc. has been permanently or                     
|temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or       
|banking activities.                                                                                                         
|                                                                                                                            
|No Director, officer, significant employee or consultant of US Biodefense, Inc. has been convicted of violating             
|a federal or state securities or commodities law.                                                                           
|                                                                                                                            
|We are not a party to any pending legal proceedings.                                                                        
|                                                                                                                            
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                 
|                                                                                                                            
|On January 16, 2005, our board of directors recommended, and David Chin, the holder of the majority of our                  
|capital stock, voted in favor of a resolution authorizing our board of directors to implement a forward stock split of our  
|common stock on the basis of three shares for each one share. A Schedule 14C was filed on or about January 18, 2005         
|discussing such matter.                                                                                                     
|                                                                                                                            
|On December 1, 2005, our board of directors recommended, and David Chin, the holder of the majority of our                  
|capital stock and voting power, voted in favor of a resolution to effected proposals by written consent in lieu of a special
|meeting. At such meeting, the following proposals were heard and subsequently approved by the majority                      
|shareholders written consent:                                                                                              
|                                                                                                                            
|Proposal                                                                                                                    
|                                                                                                                            
|Reappoint David Chin as Director                                                                                            
|Reappoint Marcia Marcus as Director                                                                                         
|Appoint Cyndi Chen as Director                                                                                              
|-11-                                                                                                                        

---

|PART II                                                                                                                      
|-----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                             
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                             
|                                                                                                                             
|Market information                                                                                                           
|                                                                                                                             
|The Companys common stock is currently traded on the Over-the-Counter Bulletin Board under the stock                        
|ticker symbol UBDF. The following table sets forth the monthly high and low prices for the Company's common                
|stock on the OTCBB®for each quarter of the last two fiscal years:                                                            
|                                                                                                                             
|Quarter Ended                                                                                                                
|                                                                                                                             
|November 30, 2005                                                                                                            
|August 31, 2005                                                                                                              
|May 31, 2005                                                                                                                 
|February 28, 2005                                                                                                            
|                                                                                                                             
|November 30, 2004                                                                                                            
|August 31, 2004                                                                                                              
|May 31, 2004                                                                                                                 
|February 28, 2004                                                                                                            
|                                                                                                                             
|OTCBB®quotations of the Companys Common Stock reflect inter-dealer prices, without retail mark-ups,                         
|markdowns or commissions, and may not necessarily represent actual transactions.                                             
|                                                                                                                             
|Shares Available Under Rule 144                                                                                              
|                                                                                                                             
|As of November 30, 2004, there were 30,292,119 shares of common stock that are considered restricted                         
|securities under Rule 144 of the Securities Act of 1933. Of the 30,292,119 restricted shares issued and outstanding,         
|27,292,119 shares are held by David Chin, an affiliate, as that term is defined in Rule 144(a)(1).                           
|                                                                                                                             
|In general, under Rule 144 as amended, a person who has beneficially owned and held "restricted"                             
|securities for at least one year, including "affiliates," may sell publicly without registration under the Securities        
|Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares                
|that do not exceed the greater of (i) one percent of the common stock then outstanding or, (ii) the average weekly           
|trading volume in the common stock during the four calendar weeks preceding such sale. A person who is not deemed            
|an "affiliate" of our Company and who has beneficially owned shares for at least two years would be entitled to              
|unlimited resales of such restricted securities under Rule 144 without regard to the volume and other limitations            
|described above.                                                                                                             
|                                                                                                                             
|Holders                                                                                                                      
|                                                                                                                             
|As of the date of this prospectus, we have approximately 30,304,047 shares of $0.001 par value common stock                  
|issued and outstanding held by approximately 100 shareholders of record.                                                     
|                                                                                                                             
|Dividends                                                                                                                    
|                                                                                                                             
|We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we                        
|intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying      
|any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the           
|Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of     
|operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors
|considers relevant.                                                                                                          
|                                                                                                                             
|-12-                                                                                                                         

---

|Securities Authorized for Issuance Under Equity Compensation Plans                                                        
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|                                                                                                                          
|plans previously approved by security holders, as well as those not previously approved by security holders:              
|                                                                                                                          
|1.                                                                                                                        
|                                                                                                                          
|2.                                                                                                                        
|                                                                                                                          
|3.                                                                                                                        
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|                                                                                                                          
|Equity  compensation plans approved by                                                                                    
|security holders                                                                                                          
|                                                                                                                          
|Equity compensation plans not approved by                                                                                 
|security holders                                                                                                          
|                                                                                                                          
|Total                                                                                                                     
|                                                                                                                          
|ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND                                                 
|FINANCIAL CONDITION                                                                                                       
|                                                                                                                          
|Overview                                                                                                                  
|                                                                                                                          
|                                                                                                                          
|Terzon Corporation and changed our name to Terzon Corporation in 1984. We subsequently changed our name to                
|Candy Stripers Candy Corporation. We were engaged in the business of manufacturing and selling candy and gift items       
|to hospital gift shops across the country. We were traded Over-the-Counter Bulletin Board for several years. In 1986      
|we ceased the candy manufacturing operations and filed for Chapter 11 Bankruptcy protection. After emerging from          
|Bankruptcy in 1993, we remained dormant until January 1998, when we changed our name to Piedmont, Inc. On May             
|13, 2003, we filed an amendment to our Articles of Incorporation to change our name from Piedmont, Inc. to US             
|Biodefense, Inc. We are a registered government contractor with the Department of Defense Logistics Agency that is        
|focused on designing ad developing homeland security and biodefense products.                                             
|                                                                                                                          
|www.T2X.us                                                                                                                
|                                                                                                                          
|                                                                                                                          
|search engine identifying intellectual property.  U.S. BioDefense staff currently uses the search engine to accelerate the
|identification of stem cell and biodefense intellectual property acquisition programs. T2X is a search engine facilitating
|innovation exchange connecting VC's, small business, and public companies seeking technologies with universities,         
|government agencies and scientists. Programmers are now updating the T2X search engine for more robustness in             
|preparation for a commercial version launch. We do not expect to generate any revenues from this business segment for     
|at least the 12 months of operations.                                                                                     
|                                                                                                                          
|-13-                                                                                                                      

---

|Diamond I, Inc.                                                                                                        
|-----------------------------------------------------------------------------------------------------------------------
|                                                                                                                       
|On June 20, 2005 we entered into a patent listing and technology transfer alliance agreement with Diamond I            
|Inc. (OTC BB:DMOI.OB-News), a developer of wireless handheld gaming products. Under the agreement, U.S.                
|BioDefense will market the intellectual property on its technology transfer exchange web site www.T2X.us. We will      
|focus on assisting Diamond I in generating new revenue channels from potential licensees in order to rapidly bring to  
|market its patent pending biometric security technology. Sellers such as scientists, government agencies, corporations 
|and Universities with technology they wish to out-license provide either an online listing or non-confidential         
|descriptions of their technologies. Each day, buyers can search information online or be matched with confidential     
|opportunities with interests and send complete information to all parties. The site is aggregated so users can freely  
|access VA, SBA, EPA, FEMA, NTTC, and NASA's collection of technologies.                                                
|                                                                                                                       
|Financialnewsusa.com, Inc.                                                                                             
|                                                                                                                       
|On October 15, 2005, we entered into an agreement with Financialnewsusa.com, a related party, to provide               
|consulting services to them in exchange for $40,000. The agreement has a term of six months and may be extended        
|upon agreement by both parties. Either party may cancel the agreement with five days written notice in the event of a  
|material violation of the agreement. Either party may cancel the agreement for any reason upon 30 days written notice. 
|We have been paid $20,000 upon execution of the agreement, with the balance of the contract due in January of 2006.    
|We cannot guarantee that we will be able to attract future customers and continue to generate sales.                   
|                                                                                                                       
|Results of Operations                                                                                                  
|                                                                                                                       
|<R>Revenues                                                                                                            
|                                                                                                                       
|Our revenues totaled $159,166 for the current fiscal year ended November 30, 2005, compared to $29,167 for             
|the fiscal year ended November 30, 2004. The increase in revenues represent a year-over-year increase of 446%, which   
|was due in part to our contracts with Financialnewsusa.com and Diamond I, Inc. Of the $159,166 in revenues generated   
|during the year ended November 30, 2005, a total of $134,166 has been recognized from our agreement with               
|Financialnewsusa.com, to which we provided biodefense-related industry news and information to                         
|Financialnewsusa.com. The balance of our revenues earned in the year ended November 30, 2005, or $25,000, is           
|attributable to our arrangement to identify technology commercialization opportunities for Diamond I to research       
|universities, government laboratories and third member private parties.                                                
|                                                                                                                       
|Revenues for the year ended November 30, 2004, in the amount of $29,167, were attributable solely to the               
|May 1, 2004 agreement with Financialnewsusa.com, a related party, to provide consulting services to them in exchange   
|for $50,000, for which we were paid in advance the entire balance of the contract.                                     
|                                                                                                                       
|Other than our agreement with Financialnewsusa.com and Diamond I, we do not have any long-term                         
|agreements to provide our services to any single customer or group of customers. As a result, we are unable to predict 
|the stability of, and ability to continue to generate, ongoing revenues.</R>                                           
|                                                                                                                       
|Expenses                                                                                                               
|                                                                                                                       
|Total expenses for the year ended November 30, 2005 were $195,572. In the comparable year ago period                   
|ended November 30, 2004, we incurred total expenses of $58,131. Aggregate expenses increased approximately 236%,       
|or $137,441, due primarily to an increase of 2,623%, or $91,796, in research and development costs from $3,500 during  
|the year ended November 30, 2004, to $95,296 in the year ended November 30, 2005. The significant increase in          
|attributable to the various intellectual property option and licensing agreements entered into during the year ended   
|November 30, 2005. We believe obtaining and maintaining such licenses for intellectual property is a significant aspect
|of our business plan and will continue for the next at least 12 months.                                                
|                                                                                                                       
|-14-                                                                                                                   

---

|An expenditure we did not have in the prior year ended November 30, 2004 that we began recognizing in the                
|-------------------------------------------------------------------------------------------------------------------------
|most recent year ended November 30, 2005 is occupational costs and expenses in the amount of $36,000. These              
|expenses encompass $13,000 in rent expense and $23,000 of miscellaneous shared overhead such as a receptionist,          
|various office equipment and furniture and utilities expense. We expect occupational costs to continue to be incurred    
|over the next at least 12 months.                                                                                        
|                                                                                                                         
|General and administrative expenses increased 199% year over year from $3,535 in 2004 to $10,575 in 2005.                
|Or management believes the rise in these expenditures are correlated with our increased business activities and pursuit  
|of our business objectives. General and administrative expenses mainly consist of office expenditures such as postage    
|and delivery fees, supplies and other similar miscellaneous items. We expect to continue to incur general and            
|administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.               
|                                                                                                                         
|Due to our increased operational activities, we contracted services from outside parties, including attorneys,           
|accountants and consultants. As a result, total expenses paid in relation to consulting and outside services and         
|professional fees grew 56%, or $26,096, from the year ended November 30, 2004 to $33,313 during the year ended           
|November 30, 2005. Our management believes that the growth of our company is dependent upon the services                 
|provided by individuals who are not our employees. Additionally, outsourcing is important in lowering fixed costs, so    
|we expect to continue to do so for the foreseeable future.                                                               
|                                                                                                                         
|In spite of the trend of higher overall expenses, our payroll decreased from $25,000 in the year ended                   
|November 30, 2004 to $20,389 for the year ended November 30, 2005. The sole reason for the decrease in payroll           
|expenses is the full expense of the remaining balance of common stock issued to David Chin, our President, in            
|accordance with his employment agreement. We currently do not have any employment agreements outstanding with            
|any individual, thus we may not incur payroll expenses in the near future. However, we cannot predict with certainty     
|whether or not we will hire personnel in the next 12 months.                                                             
|                                                                                                                         
|We expect to continue to incur expenditures in the foreseeable future related to ongoing research and                    
|development and the expansion of our business operations.  As we continue to pursue research and development efforts,    
|we expect expenses to stabilize over the next several years.  Unfortunately, we cannot accurately estimate the extent or 
|impact of ongoing expenses.                                                                                              
|                                                                                                                         
|Losses                                                                                                                   
|                                                                                                                         
|Our loss before accounting for income taxes totaled $36,406 for the year ended November 30, 2005, compared               
|to a loss before income taxes of $28,964 in the prior period. After factoring income taxes of $9,596 in the year ended   
|November 30, 2005, our net loss from operations totaled $46,002. In the prior year ended November 30, 2004, we did       
|not recognize any income taxes, thus our net loss was $28,964. This represents a widening deficit of 59%, or $17,038,    
|in a year-to-year comparison. Although we anticipate incurring ongoing operating losses, we expect these losses to       
|narrow in year-to-year comparison as we generate increased revenues and as expenses begin to plateau over the next       
|several years. However, we cannot guarantee the accuracy of our expectations.                                            
|                                                                                                                         
|Liquidity And Capital Resources                                                                                          
|                                                                                                                         
|We have limited cash on hand, and may be unable to continue operations for the next at least 12 months if we             
|are unable to generate revenues or obtain capital infusions by issuing equity or debt securities in exchange for cash. If
|we are unable to obtain capital through issuances of equity or debt, David Chin, a shareholder and President of our      
|company, has verbally agreed to loan us cash, which shall bear no interest and be due upon demand. As of November        
|30, 2005, David Chin loaned us a total of $4,313 to pay for general and administrative expenses. The loan bears no       
|interest and is due upon demand. As of November 30, 2005, the amount owed is $1,812. We have no formal written           
|agreement with Mr. Chin for any further loans, and we cannot guarantee you that we will be able to enforce our verbal    
|agreement. Notwithstanding this, there can be no assurance that we will be able to secure additional funds in the future 
|to stay in business. Our principal accountants have expressed substantial doubt about our ability to continue as a going 
|concern because we have limited operations.                                                                              
|                                                                                                                         
|There are no known trends, events or uncertainties that have had or that are reasonably expected to have a               
|material impact on our revenues from continuing operations.                                                              
|-15-                                                                                                                     

---

|Our management does not anticipate the need to hire additional full- or part- time employees over the next 12           
|------------------------------------------------------------------------------------------------------------------------
|months, as the services provided by our officers and directors appear sufficient at this time. We believe that our      
|operations are currently on a small scale that is manageable by a few individuals. While we believe that the addition of
|employees is not required over the next 12 months, we intend to hire independent contractors to perform research        
|activities and market any potential products and services we may develop.                                               
|                                                                                                                        
|We do not have any off-balance sheet arrangements.                                                                      
|                                                                                                                        
|We currently do not own any significant plant or equipment that we would seek to sell in the near future.               
|                                                                                                                        
|We have not paid for expenses on behalf of any of our directors. Additionally, we believe that this fact shall          
|not materially change.                                                                                                  
|                                                                                                                        
|ITEM 7. FINANCIAL STATEMENTS                                                                                            
|                                                                                                                        
|The following documents (pages F-1 to F-13) form part of the report on the Financial Statements                         
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|Independent Auditors Report                                                                                            
|Consolidated Balance Sheet                                                                                              
|Consolidated Statements of Operations                                                                                   
|Consolidated Statement of Comprehensive Income                                                                          
|Consolidated Statement of Stockholders Equity (Deficit)                                                                
|Consolidated Statement of Cash Flows                                                                                    
|Notes to Financial Statements                                                                                           
|                                                                                                                        
|-16-                                                                                                                    

---

|E. Randall Gruber, CPA, PC                                                                                               
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                  
|                                                                                                                         
|                                                                                                                         
|TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF                                                                            
|US BIODEFENSE, INC.                                                                                                      
|                                                                                                                         
|I have audited the accompanying consolidated balance sheets of US Biodefense, Inc. as of November 30, 2005 and 2004      
|and the related consolidated statements of operations, comprehensive income, stockholders' equity (deficit) and cash     
|flows for the years then ended. These financial statements are the responsibility of the Companys management. My        
|responsibility is to express an opinion on these financial statements based on my audit.                                 
|                                                                                                                         
|I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United              
|States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the     
|financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence           
|supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting      
|principles used and significant estimates made by management, as well as evaluating the overall financial statement      
|presentation. I believe that my audits provide a reasonable basis for my opinion.                                        
|                                                                                                                         
|In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated     
|financial position of US Biodefense, Inc. as of November 30, 2005 and 2004 and the consolidated results of its           
|operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. 
|                                                                                                                         
|The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a       
|going concern. As discussed in Note 1 to the accompanying financial statements, the Company has no established           
|source of revenue, which raises substantial doubt about its ability to continue as a going concern. Management's plan in 
|regard to these matters is also discussed in Note 1. These financial statements do not include any adjustments that might
|result from the outcome of this uncertainty.                                                                             
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|E. Randall Gruber, CPA, PC                                                                                               
|                                                                                                                         
|                                                                                                                         
|St. Louis, Missouri                                                                                                      
|February 21, 2006                                                                                                        
|                                                                                                                         
|F-1                                                                                                                      

---

|US Biodefense, Inc.                                 
|----------------------------------------------------
|Consolidated Balance Sheet                          
|November 30, 2005 and 2004                          
|                                                    
|ASSETS                                              
|                                                    
|Current assets                                      
|Cash and cash equivalents                           
|Marketable securities available for sale  Note     
|Prepaid services  Related party                    
|                                                    
|Total current assets                                
|                                                    
|Licenses                                            
|Deposits                                            
|                                                    
|Total assets                                        
|                                                    
|LIABILITIES AND STOCKHOLDERS EQUITY                
|                                                    
|Current liabilities                                 
|Accounts payable                                    
|Bank overdraft                                      
|Notes payable  Related party                       
|Accrued income taxes                                
|Deferred revenues                                   
|                                                    
|Total current liabilities                           
|                                                    
|Deferred taxes                                      
|                                                    
|Total liabilities                                   
|                                                    
|Stockholders equity:                               
|Common stock 100,000,000 shares authorized, $.0001  
|par value, 30,304,047 shares issued and outstanding 
|Additional paid in capital                          
|Accumulated deficit                                 
|Other comprehensive income                          
|                                                    
|Total stockholders equity (deficit)                
|                                                    
|Total liabilities and stockholders equity (deficit)
|                                                    
|See accompanying notes to financial statements      
|                                                    
|F-2                                                 

---

|US Biodefense, Inc.                            
|-----------------------------------------------
|Consolidated Statement of Operations           
|For the years ended November 30, 2005 and 2004 
|                                               
|                                               
|                                               
|Revenues (related parties $134,166 and $29,167)
|for 2005 and 2004 respectively)                
|                                               
|Research and development expenses              
|Consulting and outside services                
|Payroll and payroll costs                      
|Occupational costs and expenses                
|Professional fees                              
|General and administrative expenses            
|                                               
|Total expenses                                 
|                                               
|Loss before income taxes                       
|                                               
|Income taxes                                   
|                                               
|Net loss                                       
|                                               
|Weighted average number of shares              
|outstanding  basic and fully diluted          
|                                               
|Basic and diluted net income (loss)            
|per common share                               
|                                               
|See accompanying notes to financial statements 
|F-3                                            

---

|US Biodefense, Inc.                                                   
|----------------------------------------------------------------------
|Consolidated Statement of Comprehensive Income                        
|For the year ended November 30, 2005                                  
|                                                                      
|Net loss                                                              
|                                                                      
|Unrealized income on securities held for resale, net of tax of $19,150
|                                                                      
|Total comprehensive income                                            
|                                                                      
|See accompanying notes to financial statements                        
|                                                                      
|F-4                                                                   

---

|US Biodefense, Inc.                            
|-----------------------------------------------
|Consolidated Statements of Stockholders Equity
|For the years ended November 30, 2005 and 2004 
|                                               
|                                               
|                                               
|                                               
|                                               
|Balance, November 30, 2003                     
|Net loss for the year ended                    
|November 30, 2004                              
|                                               
|Balance, November 30, 2004                     
|                                               
|Three for one stock split                      
|Change in unrealized gain on                   
|available for sale securities,                 
|net of tax effects of $19,150                  
|Net loss for the year ended                    
|November 30, 2005                              
|                                               
|Balance November 30, 2004                      
|                                               
|See accompanying notes to financial statements.
|                                               
|F-5                                            

---

|US Biodefense, Inc.                                                    
|-----------------------------------------------------------------------
|Consolidated Statement of Cash Flows                                   
|For the years ended November 30, 2005 and 2004                         
|<R>                                                                    
|                                                                       
|                                                                       
|Cash flows from operating activities:                                  
|Net income (loss)                                                      
|Adjustments to reconcile net loss to net cash used in                  
|operating activities:                                                  
|Consulting services paid by receipt of stock                           
|Changes in operating assets and liabilities:                           
|Prepaid services  Related party                                       
|Prepaid expenses                                                       
|Accounts payable                                                       
|Bank overdraft                                                         
|Deferred revenues                                                      
|Accrued income taxes                                                   
|Notes payable  Related party                                          
|                                                                       
|Net cash used by operating activities                                  
|                                                                       
|Cash flows from financing activities:                                  
|Payment on long-term debt  Related parties                            
|Additional loans from related parties                                  
|Total cash flow from financing activities                              
|                                                                       
|Cash flows from investing activities:                                  
|Acquisition of licenses                                                
|Increase in deposits                                                   
|                                                                       
|Total cash flows from investing activities                             
|                                                                       
|Increase in cash and cash equivalents                                  
|                                                                       
|Cash and cash equivalents, beginning of year                           
|                                                                       
|Cash and cash equivalents, end of year                                 
|                                                                       
|Income taxes paid                                                      
|Interest expense paid                                                  
|                                                                       
|Supplemental schedule of noncash investing and financing activities:   
|                                                                       
|The Company acquired marketable equity securities with a fair          
|market value of $150,000 in exchange for consulting services.          
|In conjunction with the acquisition, the Company acquired the following
|liabilities:                                                           
|                                                                       
|Deferred income                                                        
|Other comprehensive income to represent the increase in                
|fair value of this marketable equity security                          
|                                                                       
|                                                                       
|                                                                       
|See accompanying notes to financial statements.                        
|F-6</R>                                                                

---

|US Biodefense, Inc.                                                                              
|-------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                    
|                                                                                                 
|Note 1  Background and Summary of Significant Accounting Policies                               
|                                                                                                 
|Background                                                                                       
|                                                                                                 
|US Biodefense , Inc. (the "Company"), a Utah corporation is headquartered in the City of         
|Industry, California. The Company is a registered government contractor with the Department      
|of Defense Logistics Agency. The Company is focused on designing and developing                  
|homeland security and biodefense products.                                                       
|                                                                                                 
|The Company was originally incorporated under the name Teal Eye, Inc. in the state of            
|Utah on June 29, 1983. The Company then merged with Terzon Corp. and amended its                 
|Articles of Incorporation to change the name to Terzon Corp. On September 7, 1984,               
|the Company amended its articles of incorporation changing its name to Candy Stripers            
|Corporation, Inc. On January 6, 1998, the Company amended its Articles of Incorporation          
|changing its name to Piedmont, Inc. On May 31, 2003, the Company amended its                     
|articles of Incorporation and changed its name to US Biodefense, Inc.                            
|                                                                                                 
|The accompanying financial statements for the year ended November 30, 2005 include the           
|accounts of the Company and its wholly-owned subsidiary Stem Cell Research Institute, Inc.       
|All significant intercompany transactions and account balances have been eliminated.             
|                                                                                                 
|Following is a summary of the Company's significant accounting policies.                         
|                                                                                                 
|Basis of Presentation                                                                            
|                                                                                                 
|The accompanying financial statements have been prepared in conformity with accounting           
|principles generally accepted in the United States of America, which contemplate continuation    
|of the Company as a going concern. The Company incurred a net loss for the year ended            
|November 30, 2005 of $46,002 and at November 30, 2005, had an accumulated deficit                
|of $3,877,822. In addition, the Company generates minimal revenue from its operations.           
|These conditions raise substantial doubt as to the Company's ability to continue as a growing    
|concern. These financial statements do not include any adjustments that might result from        
|the outcome of this uncertainty. These financial statements do not include any adjustments       
|relating to the recoverability and classification of recorded asset amounts, or amounts and      
|classification of recorded asset amounts, or amounts and classification of liabilities that might
|be necessary should the Company be unable to continue as a going concern.                        
|                                                                                                 
|Management plans to take the following steps that it believes will be sufficient to provide the  
|Company with the ability to continue in existence.                                               
|                                                                                                 
|Management intends to raise financing through the issuance of its common stock or other means    
|and interests that it deems necessary, with a view to moving forward with the development of the 
|homeland security and biodefense products, and stem cell research.                               
|                                                                                                 
|                                                                                                 
|F-7                                                                                              

---

|US Biodefense, Inc.                                                                                   
|------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                         
|                                                                                                      
|Use of Estimates                                                                                      
|                                                                                                      
|The preparation of financial statements in conformity with accounting principles generally accepted   
|in the United States of America requires management to make estimates and assumptions that            
|affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at 
|the date of the financial statements, and the reported amounts of revenues and expenses during        
|the reporting period. Actual results could differ from those estimates.                               
|                                                                                                      
|Fair Value of Financial Instruments                                                                   
|                                                                                                      
|For certain of the Company's financial instruments, including cash and cash equivalents, prepaid      
|expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value         
|due to their short maturities.                                                                        
|                                                                                                      
|Revenue Recognition                                                                                   
|                                                                                                      
|The Company recognizes revenues when all of the criteria in SAB 104, Topic 13 - Revenue Recog-        
|nition are met. Revenues are realized or realizable and earned when there exists persuasive evidence  
|that an arrangement exists, delivery has occurred or services have been rendered, the Company's       
|price to it's customer is fixed or determinable, and collectibility is reasonably assured.            
|                                                                                                      
|Revenues from services under contracts, including consulting, are recognized ratably over the term    
|of the contract. In cases where the services are considered "project" in nature, the Company          
|recognizes revenue as the services are performed. The contracts include the pricing agreed to by the  
|Company and the customer and the criteria for payment. If at the outset of the customer arrangement   
|the Company determines that the arrangement fee is not fixed or determinable or that collectibility is
|not probable, the Company defers the revenues and recognizes the revenues when the arrangement        
|fee becomes due and payable or as cash is received when collectibility concerns exist.                
|                                                                                                      
|Deferred revenues consists of amounts billed in excess of revenues recognized on consulting services. 
|Deferred revenues are subsequently recorded as revenues in a subsequent period using the revenue      
|recognition policies.                                                                                 
|                                                                                                      
|Concentration of Credit Risk                                                                          
|                                                                                                      
|Financial instruments which subject the Company to concentrations of credit risk include cash         
|and cash equivalents.                                                                                 
|                                                                                                      
|The Company maintains its cash in well-known banks selected based upon management's                   
|assessment of the bank's financial stability. Balances may periodically exceed the $100,000           
|federal depository insurance limit; however, the Company has not experienced any losses on            
|deposits. The Company extends credit based on an evaluation of the customer's financial condition,    
|generally without collateral. Exposure to losses on receivables is principally dependent on each      
|customer's financial condition. The Company monitors its exposure for credit losses and maintains     
|allowances for anticipated losses, as required.                                                       
|                                                                                                      
|                                                                                                      
|F-8                                                                                                   

---

|US Biodefense, Inc.                                                                             
|------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                   
|                                                                                                
|Cash Equivalents                                                                                
|                                                                                                
|For purposes of reporting cash flows, the Company considers all short-term investments with an  
|original maturity of three months or less to be cash equivalent.                                
|                                                                                                
|Comprehensive Income                                                                            
|                                                                                                
|Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive            
|Income," establishes standards for the reporting and display of comprehensive income and its    
|components in the financial statements. For the years ended November 30, 2005, the Company      
|has items that represent other comprehensive income, and accordingly, has included a schedule   
|of comprehensive income in the financial statements.                                            
|                                                                                                
|Advertising Costs                                                                               
|                                                                                                
|Advertising costs are expensed as incurred. There were no advertising costs for the years       
|ended November 30, 2005 and 2004.                                                               
|                                                                                                
|Income Taxes                                                                                    
|                                                                                                
|The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under      
|the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized  
|for the future tax consequences attributable to differences between the financial statements    
|carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
|assets and liabilities are measured using enacted tax rates expected to apply to taxable income 
|in the years in which those temporary differences are expected to be recovered or settled.      
|                                                                                                
|Segment Reporting                                                                               
|                                                                                                
|Based on the Company's integration and management strategies, the Company operated in a         
|single business segment for the year ended November 30, 2005.                                   
|                                                                                                
|Loss per Share                                                                                  
|                                                                                                
|In accordance with SFAS No. 128, "Earnings Per Share," the basic income / (loss) per common     
|share is computed by dividing net income / (loss) available to common stockholders by the       
|weighted average number of common shares outstanding. Diluted income per common share is        
|computed similar to basic income per share except that the denominator is increased to include  
|the number of additional common shares that would have been outstanding if the potential common 
|shares had been issued and if the additional common shares were dilutive. As of November 30,    
|2005 and 2004, the Company does not have any equity or debt instruments outstanding that can be 
|converted into common stock.                                                                    
|                                                                                                
|                                                                                                
|F-9                                                                                             

---

|US Biodefense, Inc.                                                                                        
|-----------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                              
|                                                                                                           
|Stock-Based Compensation                                                                                   
|                                                                                                           
|The Company accounts for stock-based employee compensation arrangements in accordance                      
|with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued            
|to Employees" and complies with the disclosure provisions of SFAS 123, "Accounting for Stock-              
|Based Compensation." Under APB 25, compensation cost is recognized over the vesting period                 
|based on the excess, if any, on the date of the grant of the deemed fair value of the Company's            
|shares over the employee's exercise price. When the exercise price of the employee share                   
|options is less than the fair value price of the underlying shares on the grant date, deferred stock       
|compensation is recognized and amortized to expense in accordance with FASB Interpretation                 
|No. 28 over the vesting period of the individual options. Accordingly, because the exercise price          
|of the Company's employee options equals or exceeds the market price of the underlying shares              
|on the date of grant, no compensation expense is recognized. Options or shares awards                      
|issued to non-employees are valued using the fair value method and expensed over the period                
|services are provided.                                                                                     
|                                                                                                           
|Impairment of Long-Lived Assets                                                                            
|                                                                                                           
|In the event that facts and circumstances indicate that the carrying value of a long-lived asset,          
|including associated intangibles, may be impaired, an evaluation of recoverability is performed            
|by comparing the estimated future undiscounted cash flows, associated with the asset or the                
|asset's estimated fair value to the asset's carrying amount to determine if a write-down to market         
|value or discounted cash flow is required.                                                                 
|                                                                                                           
|Recent Accounting Pronouncements                                                                           
|                                                                                                           
|In January 2003, the FASB issued Interpretation No 46, "Consolidation of Variable Interest Entities"       
|(an interpretation of Accounting Research Bulletin (ARB) No. 51, Consolidation Financial State-            
|ments). Interpretation 46 addresses consolidation by business enterprises of entities to which the         
|usual condition of consolidation described in ARB-5 does not apply. The Interpretation changes             
|the criteria by which one company includes another entity in its consolidated financial statements.        
|The general requirement to consolidate under ARB-51 is based on the presumption that an enter-             
|prise's financial statement should include all of the entities in which it has a controlling financial     
|interest (i.e., majority voting interest). Interpretation 46 requires a variable interest entity to receive
|a majority of the entity's residual returns or both. A company that consolidated a variable interest       
|entity is called the primary beneficiary of that entity. In December 2003, the FASB concluded to           
|revise certain elements of FIN 46, primarily to clarify the required accounting for interests in variable  
|interest entities. FIN-46R replaces FIN-46. that was issued in January, 2003. FIN-46R exempts              
|certain entities from its requirements and provides for special effective dates for entities that have     
|fully or partially applied FIN-46 as of December 24, 2003. In certain situations, entities have the        
|option of applying or continuing to apply FIN-46 for a short period of time before applying IN-46R.        
|In general, for all entities that were previously considered special purpose entities, FIN 46 should       
|be applied for registrants who file under Regulation SX in periods ending after March 31, 2004, and        
|for registrants who file under Regulation SB, in periods ending after December 15, 2004. The               
|Company does not expect the adoption to have a material impact on the Company's financial                  
|position or results of operations.                                                                         
|                                                                                                           
|                                                                                                           
|F-10                                                                                                       

---

|US Biodefense, Inc.                                                                                    
|-------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                          
|                                                                                                       
|During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on Derivative                
|Instruments and Hedging Activities", effective for contracts entered into or modified after            
|September 30, 2003, except as stated below and for hedging relationships designated after              
|September 30, 2003. In addition, except as stated below, all provisions of this Statement should       
|be applied prospectively. The provisions of this Statement that relate to Statement 133 Implement-     
|ation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should    
|continue to be applied in accordance with their respective effective dates. In addition, paragraphs    
|7(a) and 23(a), which relate to forward purchases or sales of when-issued securities or other          
|securities that do not yet exist, should be applied to both existing contracts and new contracts       
|entered into after September 30, 2003. The adoption of this statement had no impact on the             
|Company's financial statements.                                                                        
|                                                                                                       
|During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial Instruments with         
|Characteristics of both Liabilities and Equity", effective for financial instruments entered into or   
|modified after May 31, 2003, and otherwise is effective for public entities at the beginning of the    
|first interim period beginning after June 15, 2003. This Statement establishes standards for how       
|an issuer classifies and measures certain financial instrument with characteristics of both            
|liabilities and equity. It requires that an issuer classify a freestanding financial instrument that is
|within its scope as a liability (or an asset in some circumstances). Many of those instruments         
|were previously classified as equity. Some of the provisions of this Statement are consistent with     
|the current definition of liabilities in FASB Concepts Statement No. 6, Element of Financial           
|Statements. The adoption of this statement had no impact on the Company's financial statements.        
|                                                                                                       
|In December 2003, the FASB issued a revised SFAS No. 132, "Employers' Disclosures about                
|Pensions and Other Postretirement Benefits" which replaces the previously issued Statement. The        
|revised Statement increases the existing disclosures for defined benefit pension plans and other       
|defined benefit postretirement plans. However, it does not change the measurement or recognition       
|of those plans as required under SFAS No. 88, "Employers' Accounting for Settlements and               
|                                                                                                       
|Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No. 106,         
|"Employers' Accounting for Postretirement Benefits Other Than Pensions." Specifically, the             
|revised Statement requires companies to provide additional disclosures about pension plan assets,      
|benefit obligations, cash flows, and benefit costs of defined benefit pension plans and other          
|defined benefit postretirement plans. Also, companies are required to provide a breakdown of plan      
|assets by category, such as debt, equity and real estate, and to provide certain expected rates        
|of return and target allocation percentages for these asset categories. The Company has                
|implemented this pronouncement and has concluded that the adoption has no material impact              
|to the financial statements.                                                                           
|                                                                                                       
|In December, 2003, the Securities and Exchange Commission ("SEC") issued Staff Accounting              
|Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104 supersedes SAB 11, "Revenue                   
|Recognition in Financial Statements." SAB 104's primary purpose is to rescind accounting               
|guidance contained in SAB 101 related to multiple element revenue arrangements, superseded             
|as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple          
|Deliverables." Additionally, SAB 104 rescinds the SEC's Revenue Recognition in Financial               
|Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB 101 that had               
|been codified in SEC Topic, 13, Revenue Recognition. Selected portions of the FAQ have been            
|incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance            
|of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the           
|issuance of SAB 104, which was effective upon issuance. The adoption of SAB 104 did not                
|impact the financial statements.                                                                       
|                                                                                                       
|                                                                                                       
|F-11                                                                                                   

---

|US Biodefense, Inc.                                                                                  
|-----------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                        
|                                                                                                     
|In March, 2004, the FASB approved the consensus reached on the Emerging Issues Task Forces           
|(ETIF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to        
|Certain Investments." The objective of this Issue is to provide guidance for identifying impaired    
|investments. EITF 03-1 also provides new disclosure requirements for investments for investments     
|are deemed to be temporarily impaired. In September 204, the FASB issued a FASB Staff                
|Position (FSP) EITF 03-1-1 that delays the effective date of the measurement and recognition         
|are effective only for annual periods ending after June15,2004. The Company has evaluated the        
|impact of the adoption of the disclosure requirements of EITF 03-1 and does not believe it will have 
|an impact to the Company's overall combined results of operations or combined financial position.    
|Once the FASB reaches a final decision on the measurement and recognition provisions, the            
|Company will evaluate the impact of the adoption of EITF 03-1.                                       
|                                                                                                     
|In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of ARB                 
|No. 43, Chapter 4 ("SFAS No. 151". The amendments made by SFAS 151 clarify that abnormal             
|amount of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be  
|recognized as current-period charges and require the allocation of fixed production overheads to     
|inventory based on the normal capacity of the production facilities. The guidance is effective for   
|inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is   
|permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The    
|Company has evaluated the impact of the adoption of SFAS 151, and does not believe the impact        
|will be significant to the Company's overall results of operations or financial position.            
|                                                                                                     
|In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing             
|Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS 152") SFAS 152                    
|amends SFAS No. 66, "Accounting for Sales of Real Estate", to reference the financial accounting     
|and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement 
|of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also        
|amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real Estate Projects",    
|to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate  
|projects does not apply to real estate time-sharing transactions. The accounting for those operations
|and costs is subject to the guidance in SOP04-2. SFAS 152 is effective for financial statements      
|for fiscal years beginning after June 15, 2005, with earlier applications encouraged. The Company    
|has evaluated the impact of the adoption of SFAS 152, and does not believe the impact will be        
|significant to the Company's overall results of operations or financial position.                    
|                                                                                                     
|In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Asset, an                  
|amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions." The amendments            
|made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be           
|measured based on the fair value of the assets exchanged. Further, the amendments eliminate          
|the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a    
|broader exception for exchanges of nonmonetary assets that do not have commercial substance.         
|Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a      
|similar productive asset or an equivalent interest in the same or similar productive asset should be 
|based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its      
|basis measurement principle (fair value) for exchanges of similar productive assets. That exception  
|required that some nonmonetary exchanges, although commercially substantive, to be recorded on       
|a carryover basis. By focusing the exception on exchanges that lack commercial substance, the        
|FASB believes SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal          
|periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset        
|exchanges occurring in fiscal periods beginning after the date of issuance. The provisions of SFAS   
|No. 153 shall be applied prospectively. The Company has evaluated the impact of the adoption of      
|SFAS 153, and does not believe the impact will be significant to the Company's overall results of    
|operations or financial position.                                                                    
|F-12                                                                                                 

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment"                     
|("SFAS 123R"). SFAS 123R will provide investors and other users of financial statements with             
|more compete and neutral financial information by requiring that the compensation costs relating to      
|share-based payment transactions be recognized in financial statements. That cost will be                
|measured based on the fair value of the equity or liability instruments issued SFAS 123R covers          
|a wide range of share-based compensation arrangements including share options, restricted                
|share plans, performance-based awards, share appreciation rights and employee share purchase             
|plans. SFAS 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and                   
|supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as                  
|originally issued in 1995, established as preferable a fair-value-based method of accounting for         
|share-based payment transactions with employees. However, that statement permitted entities              
|the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial      
|statements disclosed what net income would have been had the preferable fair-value based method          
|been used. Public entities (other than those filing as small business issuers) will be required to       
|apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005.      
|The Company has evaluated the impact of the adoption of SFAS 123R and does not believe the               
|impact will be significant to the Company's overall results of operations or financial position.         
|                                                                                                         
|In June, 2005, the Financial Accounting Standards Board ('FASB") issued SFAS No. 154,Account-            
|ing Changes and Error Corrections - a replacement of APB No. 20 and FAS No. 3" ("SFAS No. 154").         
|SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and             
|                                                                                                         
|error corrections. It establishes, unless impracticable, retrospective application as the required       
|method for reporting a change in accounting principle in the absence of explicit transition require-     
|mints specify to the newly adopted accounting principle. SFAS No. 154 also provides guidance             
|for determining whether retrospective application of a change in a accounting principle is impractical-  
|able. The correction of an error in previously issued financial statements is not an accounting          
|change. However, the reporting of an error correction involves adjustments to previously issued          
|financial statements similar to those generally applicable to reporting an accounting change retro-      
|spectively. Therefore, the reporting of a correction of an error by restating previously issued financial
|is also addressed by SFAS No. 154. SFAS No. 154 is required to be adopted in fiscal years                
|beginning after December 15, 2005. The Company does not believe its adoption in fiscal year 2007         
|will have a material impact on its results of operations or financial position.                          
|                                                                                                         
|In March, 2005, the SEC issued guidance on FASB SFAS 123R,"Share-Based Payments"("SFAS                   
|No. 123R"). Staff Accounting Bulletin No. 107 ("SAB 107") was issued to assist preparers by simpli-      
|fying some of the implementation challenges of SFAS No. 123R while enhancing the information             
|that investors receive. SAB 107 creates a framework that is premised on two themes: (a) consider-        
|able judgment will be required by preparers to successfully implement SFAS no. 123R, specifically        
|when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may           
|conclude differently on the fair value of employee stock options. Key topics covered by SAB 107          
|include (a) valuation models - SAB 107 reinforces the flexibility allowed by SFAS No. 123R to            
|choose an option-pricing model that meets the standard's fair value measurement objective; (b)           
|expected volatility - SAB 107 provides guidance on when it would be appropriate to rely exclusively      
|on either historical or implied volatility; and ( c) expected term - the new guidance includes examples  
|and some simplified approaches to determining the expected term under certain circumstances.             
|The Company will apply the principles of SAAB 107 in conjunction with its adoption of SOFAS No.          
|123R.                                                                                                    
|                                                                                                         
|                                                                                                         
|F-13                                                                                                     

---

|US Biodefense, Inc.                                                                                     
|--------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                           
|                                                                                                        
|In June, 2005, the Emerging Issues Task Force (EAT) issued No. 05-06,"Determining the Abort-            
|inaction Period of Leasehold Improvements Acquired in a Business Combination"(EAT No. 05-06).           
|EAT No. 05-06 provides that the amortization period for leasehold improvements acquired in a            
|business combination or purchased after the inception of a lease to be the shorter of (a) the useful    
|life of the assets or (b) a term that includes required lease periods and renewals that are reason-     
|ably assured upon the acquisition of the purchase. The guidance in EAT No. 05-06 will be applied        
|prospectively and is effective for periods beginning afar June 29, 2005. The Company does not           
|believe its adoption will have a material impact on its consolidated results of operations or           
|financial position.                                                                                     
|                                                                                                        
|<R>Note 2 - Marketable Securities Available For Sale                                                    
|                                                                                                        
|On May 11, 2005, the Company entered into an agreement with a Partner. The Company will assist          
|the Partner in identifying opportunities for commercialization of their listed technologies, while main-
|taining the confidentiality of the Partner.                                                             
|                                                                                                        
|As compensation for providing these services, the Partner gave the Company 5,000,000 shares of          
|Section 144 stock which is restricted from sale for twelve months from date of issue, May 11, 2005.     
|The agreement is for a period of twenty four months.                                                    
|                                                                                                        
|The Company recorded the stock at market price on the acquisition date which was two cents, or          
|$100,000. The Company recorded revenue for the six month period from May through November,              
|2005 in the amount of $25,000, with the balance of $75,000 included as deferred revenues on the         
|Company's balance sheet at November 30, 2005.                                                           
|                                                                                                        
|The Company has adopted SFAS 130 as required by the Financial Accounting Standards Board.               
|SFAS 130 requires that securities that are available for sale be presented at market value on the       
|balance sheet date. Unrealized gains and losses are recognized as a separate component of               
|stockholders' equity. The specific identification method is used in calculating realized gains and      
|losses. SFAS 30 also requires a statement of comprehensive income which adjusts net income              
|for the unrealized activity. At November 30, 2005, the fair market value of common equity securities    
|with a cost of $100,000 was $150,000. The unrealized gain of $50,000, net of the related income tax     
|cost of $19,150 is included as a component of other comprehensive income.</R>                           
|                                                                                                        
|Note 3 - Licenses                                                                                       
|                                                                                                        
|The Company has agreed to exercise options to license stem cell technology through the University       
|of British Columbia under two option agreements totaling $20,000.                                       
|                                                                                                        
|Having passed the initial validation phase, the Company is working toward a full licensing relation-    
|ship and will begin pre-clinical analysis of how the cell line can be utilized. The Company is          
|considering investigating the stem cells applications in combating ALS and Parkinson's disease.         
|                                                                                                        
|The licenses are for periods of ten to twenty years. The Company will review the licenses at least      
|annually. When necessary, we record changes for impairments of long-lived assets for the amount         
|by which the present value of future cash flows, or some other fair value measure, is less than the     
|carrying value of the respective asset.                                                                 
|                                                                                                        
|Note 4 - Notes Payable (Including Related Parties)                                                      
|                                                                                                        
|As of November 30, 2005, an officer and director of the Company loaned the Company a total of           
|$4,313 to pay for general and administrative expenses. The loan bears no interest and is due            
|upon demand. As of November 30, 2005, the amount owed is $1,812.                                        
|F-14                                                                                                    

---

|US Biodefense, Inc.                                                                                        
|-----------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                              
|                                                                                                           
|Note 5 - Deferred Revenues (Including Related Parties)                                                     
|                                                                                                           
|On May 1, 2004, the Company entered into an agreement with Financialnewsusa.com, Inc., to                  
|develop content for its' Biodefense Industry News. Financialnewsusa.com, Inc. is a                         
|related party due to a common officer and director. As of November 30, 2005, $26,667 is reflected          
|as revenues received in advance and will be amortized ratably over the service period.                     
|                                                                                                           
|The deferred portion of the agreement described in Note 2 totals $75,000 at November 30, 2005.             
|                                                                                                           
|Note 6 - Illegal Acts                                                                                      
|                                                                                                           
|Section 10A of the Securities Exchange Act of 1934, as amended requires that the independent               
|auditor utilize procedures designed to provide reasonable assurance of detecting illegal acts that         
|would have a direct and material effect on the determination of financial statement amounts, and           
|identify related party transactions that are material to the financial statements or otherwise require     
|disclosure.                                                                                                
|                                                                                                           
|Section 402 of the Sarbanes Oxley Act of 2002 makes it unlawful for public companies to directly           
|or indirectly extend or maintain credit, or arrange for the extension of credit to their executive         
|officers or directors. The scope of the prohibition on personal loans to executive officers and            
|directors is not clear at this time, and there is little legislative history about Section 402 and the     
|SEC has not yet issued any interpretive guidance concerning Section 402.                                   
|                                                                                                           
|The Company has reviewed all arrangements with their directors and executive officers to determine         
|if any could fall within the scope of a personal loan. At various times during the year ended              
|November 30, 2004, the Company advanced loans to its' President. There were three loans which              
|ranged in amount from $30,000 to $45,000, all were repaid within sixty days, and there were no             
|loans outstanding at November 30, 2004. The loans were issued to cover the cost of anticipated             
|business expense and were re-paid timely and promptly. The Company has now established a                   
|clear policy that prohibits directors and executive officers from using advances, and other business       
|loans for personal purposes.                                                                               
|                                                                                                           
|Note 7 - Comprehensive income                                                                              
|                                                                                                           
|Accounting principles generally require that recognized revenues, expenses, gains and losses be            
|included in net income. Although certain changes in assets and liabilities, such as unrealized gains       
|and losses on available for sale securities are reported as a separate component of the equity section     
|of the balance sheet, such items, along with net income, are components of comprehensive income.           
|                                                                                                           
|The components of other comprehensive income and related tax effects for the year ended November 30,       
|2005 are unrealized holding gain on available for sale securities, net of tax benefit of $19,150, for a net
|comprehensive loss of $30,850.                                                                             
|                                                                                                           
|                                                                                                           
|F-15                                                                                                       

---

|US Biodefense, Inc.                                                                                    
|-------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                          
|                                                                                                       
|Note 8 - Income Taxes                                                                                  
|                                                                                                       
|The income tax provision reflected in the statement of operations consists of the following components 
|for the year ended November 30, 2005:                                                                  
|                                                                                                       
|Current income taxes payable:                                                                          
|Federal                                                                                                
|State                                                                                                  
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Deferred tax expense relating to change in                                                             
|unrealized gains (losses) on available                                                                 
|for-sale securities:                                                                                   
|Federal                                                                                                
|State                                                                                                  
|                                                                                                       
|                                                                                                       
|The items accounting for the difference between income taxes computed at the federal statutory         
|rate and the provision for income taxes as follows:                                                    
|                                                                                                       
|                                                                                                       
|Income tax at federal rate                                                                             
|State tax, net of federal effect                                                                       
|Permanent differences                                                                                  
|Net operating loss deduction                                                                           
|                                                                                                       
|                                                                                                       
|                                                                                                       
|Note 9 - Earnings per share                                                                            
|                                                                                                       
|Basic earnings per share are calculated by dividing net income by the weighted average number          
|of common shares outstanding during the period.                                                        
|                                                                                                       
|Note 10 - Related party sales and concentrations                                                       
|                                                                                                       
|There are two customers that represent 100% of the Company's total revenues for the year               
|ended November 30, 2005. One of the customers is a related party that represented 84%.                 
|($134,166) of the revenues for the year ended November 30, 2005.                                       
|                                                                                                       
|Accounts receivable totaling $20,000 at November 30, 2005 are due from a related party.                
|                                                                                                       
|Note 11 - Lease Agreement                                                                              
|                                                                                                       
|The Company has negotiated a lease agreement for office space and shared expenses, including           
|the use of an administrative assistant, office equipment, utilities and parking privileges. The monthly
|lease payment is in the amount of $2,000 per month. The lease is on a month to month basis, and        
|is cancelable upon seven days advance notice. This lease is with a related party.                      
|                                                                                                       
|                                                                                                       
|                                                                                                       

---

|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND                                                  
|-------------------------------------------------------------------------------------------------------------------------
|FINANCIAL DISCLOSURE                                                                                                     
|                                                                                                                         
|On March 17, 2005, our Board of Directors approved the dismissal of Beckstead and Watts, LLP as our                      
|principal certifying accountants. None of the reports of Beckstead and Watts, LLP on our financial statements            
|contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or   
|accounting principles, except as follows: Beckstead and Watts, LLPs report on our financial statements as of and for    
|the year ended November 30, 2003 contained a separate paragraph, stating that:                                           
|                                                                                                                         
|The accompanying financial statements have been prepared assuming the Company will continue as a going                   
|concern. As discussed in Note 3 to the financial statements, the Company has had limited operations and have             
|not commenced planned principal operations. This raises substantial doubt about its ability to continue as a             
|going concern. Managements plans in regard to these matters are also described in Note 3. The financial                 
|statements do not include any adjustments that might result from the outcome of this uncertainty.                        
|                                                                                                                         
|During our two most recent fiscal years and during any subsequent interim periods preceding the date of                  
|termination, there were no disagreements with Beckstead and Watts, LLP on any matter of accounting principles or         
|practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to     
|Beckstead and Watts, LLPs satisfaction, would have caused them to refer to the subject matter of the disagreement(s)    
|in connection with their report; and there were no "reportable events" as defined in Item 304 (a)(1)(v) of the Securities
|and Exchange Commission's Regulation S-K.                                                                                
|                                                                                                                         
|While auditing our financial statements for the year ended November 30, 2004, Beckstead and Watts, LLP                   
|notified our management of certain transactions, which may have been made in violation of Section 402 (a) of the         
|Sarbanes-Oxley Act of 2002. Beckstead and Watts, LLP discussed a possible expansion of audit procedures. In              
|relation to such expanded audit procedures, Beckstead and Watts, LLP proposed a substantial increase in audit fees.      
|                                                                                                                         
|As of March 18, 2005, we subsequently engaged E. Randall Gruber, CPA as our independent accountant for                   
|the fiscal year ending November 30, 2004. During the most recent two fiscal years through March 18, 2005 (the date of    
|engagement), neither we nor anyone engaged on our behalf has consulted with E. Randall Gruber, CPA regarding: (i)        
|either the application of accounting principles to a specified transaction, either completed or proposed; or the type of 
|audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a    
|disagreement (as defined in Item 304(a)(1)(v) of Regulation S-K).                                                        
|                                                                                                                         
|A Form 8-K has been filed with the Commission regarding this matter.                                                     
|                                                                                                                         
|ITEM 8A. CONTROLS AND PROCEDURES                                                                                         
|                                                                                                                         
|We maintain a set of disclosure controls and procedures designed to ensure that information required to be               
|disclosed in our reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within  
|the time periods specified by the SECs rules and forms. Disclosure controls are also designed with the objective of     
|ensuring that this information is accumulated and communicated to our management, including our chief executive          
|officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.            
|                                                                                                                         
|Based upon their evaluation as of the end of the period covered by this report, David Chin, who serves as our            
|chief executive officer and chief financial officer, concluded that our disclosure controls and procedures are not       
|effective to ensure that information required to be included in our periodic SEC filings is recorded, processed,         
|summarized, and reported within the time periods specified in the SEC rules and forms.                                   
|                                                                                                                         
|Our board of directors was advised by E. Randall Gruber, CPA, PC, our independent registered public                      
|accounting firm, that during their performance of audit procedures for 2005 E. Randall Gruber, CPA, PC identified a      
|material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control         
|over financial reporting.                                                                                                
|                                                                                                                         
|-33-                                                                                                                     

---

|This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely               
|-------------------------------------------------------------------------------------------------------------------------
|identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.  
|However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation   
|of duties within our internal control system, and resultantly, no change to our internal control over financial reporting
|has been made. Our management is required to apply their judgment in evaluating the cost-benefit relationship of         
|possible controls and procedures.                                                                                        
|                                                                                                                         
|ITEM 8B. OTHER INFORMATION                                                                                               
|                                                                                                                         
|None.                                                                                                                    
|                                                                                                                         
|PART III                                                                                                                 
|                                                                                                                         
|ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;                                                    
|COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                                                                        
|                                                                                                                         
|The following table sets forth certain information with respect to each of our executive officers or directors.          
|                                                                                                                         
|NAME                                                                                                                     
|                                                                                                                         
|David Chin                                                                                                               
|                                                                                                                         
|Cyndi Chen                                                                                                               
|                                                                                                                         
|Marcia Marcus                                                                                                            
|                                                                                                                         
|Footnotes:                                                                                                               
|                                                                                                                         
|(1) Directors hold office until the next annual stockholders meeting to be held in 2006 or until a successor or         
|successors are elected and appointed.                                                                                    
|                                                                                                                         
|Directors, Executive Officers and Significant Employees                                                                  
|                                                                                                                         
|Set forth below are summary descriptions containing the name of our directors and officers, all positions and            
|offices held with us, the period during which such officer or director has served as such, and the business and          
|educational experience of each during at least the last five years:                                                      
|                                                                                                                         
|David Chinattended 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 and Financialnewsusa.com.                                                                   
|                                                                                                                         
|David Chins Business Experience:                                                                                        
|                                                                                                                         
|2002  Present:  President of Financialnewsusa.com Inc., 13674 E. Valley Blvd, City of Industry, CA                      
|91746                                                                                                                    
|1996  Present:  President and Founder ofCamino Real Career School, 13674 E. Valley Blvd., La                            
|Puente, CA 91746.                                                                                                        
|                                                                                                                         
|Cyndi Chenis an immunologist with a Bachelors Degree in Biology from the University of California,                      
|Riverside and a Ph.D. in Biological Sciences from the City of Hope Graduate School, Division of Immunology. From         
|1997-2000, she worked in the University of California, Riverside Departments of Biochemistry and Biomedical              
|Science. From 1999-2000, Ms. Chen was a Toxicologist Assistant with Bio-Tox Laboratories. Since 2000, she has            
|been working at the Beckman Research Institute of City of Hope, Department of Immunology working on isolation and        
|characterization of GAD-specific T cells in Type 1 Diabetes.                                                             
|                                                                                                                         
|-34-                                                                                                                     

---

|Marcia Marcuswas formerly employed by Care America, an insurance company. She was the administrative                        
|----------------------------------------------------------------------------------------------------------------------------
|person responsible for the internal control of documentation and compliance with regulation. She has extensive              
|knowledge with administrative systems and setting up a support team for management. She will be assisting and               
|coordinating with the directors and officers in their day to day activities.                                                
|                                                                                                                            
|Board Committees                                                                                                            
|                                                                                                                            
|We currently have no compensation committee or other board committee performing equivalent functions.                       
|Currently, all members of our board of directors participate in discussions concerning executive officer compensation.      
|                                                                                                                            
|Involvement on Certain Material Legal Proceedings During the Last Five Years                                                
|                                                                                                                            
|No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive             
|of traffic violations.                                                                                                      
|                                                                                                                            
|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.                                       
|                                                                                                                            
|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.                  
|                                                                                                                            
|No director, officer or significant employee has been convicted of violating a federal or state securities or               
|commodities law.                                                                                                            
|                                                                                                                            
|Section 16(a) Beneficial Ownership Reporting Compliance                                                                     
|                                                                                                                            
|Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and                      
|executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity            
|securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with    
|the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of          
|Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial    
|owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company                
|with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the  
|copies of such forms furnished to the Company, or written representations that no reports were required, the Company        
|believes that for the fiscal year ended November 30, 2005 beneficial owners did not comply with Section 16(a) filing        
|requirements applicable to them to the extent they filed all form required under Section 16(a) in February 2006 and had     
|no trading activity in 2005.                                                                                                
|                                                                                                                            
|Code of Ethics                                                                                                              
|                                                                                                                            
|We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer,                  
|principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our
|sole officer and director serves in all the above capacities.                                                               
|                                                                                                                            
|ITEM 10. EXECUTIVE COMPENSATION                                                                                             
|                                                                                                                            
|Remuneration of Directors, Executive Officers and Significant Employees                                                     
|                                                                                                                            
|We do not have employment agreements with our executive officers. We have yet to determine the                              
|appropriate terms needed for the creation of employment agreements for our officers. There has been no discussion           
|with any of our officers regarding any potential terms of these agreements, nor have such terms been determined with        
|any specificity. We plan to have these agreements completed by the beginning of the next year. We have no proposal,         
|understanding or arrangement concerning accrued earnings to be paid in the future.                                          
|                                                                                                                            
|-35-                                                                                                                        

---

|Summary Compensation Table                                                                                          
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Name and                                                                                                            
|Principal Position                                                                                                  
|                                                                                                                    
|David Chin                                                                                                          
|President                                                                                                           
|and Treasurer                                                                                                       
|                                                                                                                    
|Cyndi Chen                                                                                                          
|Secretary                                                                                                           
|                                                                                                                    
|Marcia Marcus                                                                                                       
|Director                                                                                                            
|                                                                                                                    
|Directors Compensation                                                                                             
|                                                                                                                    
|We have no formal or informal arrangements or agreements to compensate our directors for services they              
|provide as directors of our company.                                                                                
|                                                                                                                    
|Employment Contracts and Officers Compensation                                                                     
|                                                                                                                    
|We currently do not have any existing employment contracts.                                                         
|                                                                                                                    
|Stock Option Plan And Other Long-term Incentive Plan                                                                
|We currently do not have existing or proposed option/SAR grants.                                                    
|                                                                                                                    
|ITEM 11.                                                                                                            
|                                                                                                                    
|Security Ownership of Management and Certain Beneficial Owners                                                      
|                                                                                                                    
|The following table sets forth as of November 30, 2005 certain information regarding the beneficial ownership       
|of our common stock by:                                                                                             
|                                                                                                                    
|1.                                                                                                                  
|                                                                                                                    
|2.                                                                                                                  
|                                                                                                                    
|3.                                                                                                                  
|                                                                                                                    
|Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with      
|respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with
|a spouse. No change in control is currently being contemplated.                                                     
|                                                                                                                    
|-36-                                                                                                                

---

|                                                                                                                       |  |                                                                                                               |  | Name and Address                   |  | Amount and Nature |  | % of 
|---------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ----------------- |  | -----
|Title of Class                                                                                                         |  | of Beneficial Owner                                                                                           |  | of Beneficial Owner                |  | Class            
|Common Stock                                                                                                           |  | David Chin, President                                                                                         |  | 27,292,119                         |  | 90.1%            
|                                                                                                                       |  |                                                                                                               |  | 13674 East Valley Boulevard        |  |                   |  |      
|                                                                                                                       |  |                                                                                                               |  | City of Industry, California 91746 |  |                   |  |      
|                                                                                                                       |  |                                                                                                               |  |                                    |  |                   |  |      
|                                                                                                                       |  |                                                                                                               |  | Officers and Directors (1)         |  | 27,292,119        |  | 90.1%
|                                                                                                                       |  |                                                                                                               |  |                                    |  |                   |  |      
|                                                                                                                      
|Common Stock                                                                                                           |  | Erin Rahe                                                                                                     |  | 3,000,000                          |  | 9.9%             
|                                                                                                                       |  |                                                                                                               |  | 1461 Stanford Court                |  |                   |  |      
|                                                                                                                       |  |                                                                                                               |  | Santa Ana, California 92705        |  |                   |  |      
|                                                                                                                       |  |                                                                                                               |  |                                    |  |                   |  |      
|                                                                                                                       |  |                                                                                                               |  | Beneficial Owners (1)              |  | 3,000,000         |  | 9.9% 
|                                                                                                                       |  |                                                                                                               |  |                                    |  |                   |  |      
|Footnotes:                                                                                                             |  |                                                                                                               |  |                                    |  |                  
|(1)                                                                                                                    |  | The address of officers and directors in the table is c/o US Biodefense, Inc., 13674 E. Valley Blvd., City of
|                                                                                                                       |  | Industry, CA 91746.                                                                                           |  |                                    |  |                  
|(2)                                                                                                                    |  | Erin Rahe is an independent contractor that may be reached at the offices of US Biodefense.                   |  |                                   
|                                                                                                                       |  |                                                                                                               |  |                                   
|Change in Control                                                                                                      |  |                                                                                                               |  |                                    |  |                  
|                                                                                                                       |  |                                                                                                               |  |                                    |  |                  
|                                                                                                                       |  | No arrangements exist that may result in a change of control of UBDF.                                         |  |                                   
|                                                                                                                       |  |                                                                                                               |  |                                   
|ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                |  |                                                                                                              
|                                                                                                                       |  |                                                                                                              
|                                                                                                                       |  | On October 15, 2005, we entered into an agreement with Financialnewsusa.com, Inc., to develop content for    
|our Biodefense Industry News. Financialnewsusa.com, Inc. is a related party due to a common officer and director.     
|The term of the agreement is for six months. Financialewsusa.com, Inc. paid a total of $20,000 for these services upon
|execution of the agreement. An additional $20,000 was subsequently paid in January 2006.                               |  |                                                                                                              
|                                                                                                                       |  |                                                                                                              
|                                                                                                                       |  | During the year ended November 30, 2005, we shared office space with David Chin, our President. We paid a    
|total of $36,000 during the year for rent and miscellaneous shared overhead such as a receptionist, various office    
|equipment and furniture and utilities expense.                                                                         |  |                                                                                                               |  |                                   
|                                                                                                                       |  |                                                                                                               |  |                                   
|                                                                                                                       |  | As of November 30, 2005, David Chin loaned us a total of $4,313 to pay for general and administrative        
|expenses. The loan bears no interest and is due upon demand.  As of November 30, 2005, the amount owed is $1,812.     
|                                                                                                                       |  |                                                                                                              
|                                                                                                                       |  | Office space and services are provided without charge by David Chin, a director and shareholder.              |  |                                   
|                                                                                                                       |  |                                                                                                               |  |                                   
|-37-                                                                                                                  

---

|ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                                                  |  |                                                                                                  |  |                                                                                |  |                 |  |                
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------ |  | --------------- |  | ---------------
|                                                                                                                          
|Exhibit                                                                                                                    |  |                                                                                                  |  |                                                                                |  |                 |  |                
|Number                                                                                                                     |  | Name and/or Identification of Exhibit                                                            |  |                                                                                |  |                 |  |                
|                                                                                                                          
|3                                                                                                                          |  | Articles of Incorporation & By-Laws                                                              |  |                                                                                |  |                 |  |                
|                                                                                                                           |  | a.                                                                                               |  | Articles of Incorporation of Teal Eyes, Inc. *                                 |  |                 |  |                
|                                                                                                                           |  | b.                                                                                               |  | Amendment to Articles of Incorporation of Teal Eyes, Inc. *                    |  |                 |  |                
|                                                                                                                           |  | c.                                                                                               |  | Amendment to Articles of Incorporation of Terzon Corporation.  *               |  |                
|                                                                                                                           |  | d.                                                                                               |  | Amended and Restated Articles of Incorporation of Candy Stripers Candy Corp. * |  |                
|                                                                                                                           |  | e.                                                                                               |  | By-Laws of the Company. *                                                      |  |                 |  |                
|                                                                                                                           |  | f.                                                                                               |  | Certificate of Amendment to Articles of Incorporation filed May 13, 2003. **   |  |                
|                                                                                                                          
|10                                                                                                                         |  | Material Contracts                                                                               |  |                                                                                |  |                 |  |                
|                                                                                                                           |  | a.                                                                                               |  | Consulting Agreement with Shannon S. Eaker, Ph.D. ***                          |  |                 |  |                
|                                                                                                                           |  | b.                                                                                               |  | Option Agreement with UCL Biomedica ***                                        |  |                 |  |                
|                                                                                                                           |  | c.                                                                                               |  | Option Agreement with The University of Texas M. D. Anderson Cancer Center ***
|                                                                                                                           |  | d.                                                                                               |  | High Technology & Patent Listing Agreement with Diamond I, Inc.                |  |                
|                                                                                                                           |  | e.                                                                                               |  | Option Agreement with The University of British Columbia ***                   |  |                 |  |                
|                                                                                                                           |  | f.                                                                                               |  | Consulting Agreement with Financialnewsusa.com, Inc.                           |  | ***             |  |                
|                                                                                                                          
|31                                                                                                                         |  | Rule 13a-14(a)/15d-14(a) Certifications                                                          |  |                                                                                |  |                 |  |                
|                                                                                                                          
|32                                                                                                                         |  | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)               |  |                                                                               
|                                                                                                                          
|*                                                                                                                          |  | Incorporated by reference herein filed as en exhibit to Form 10SB12G filed on September 1, 2000.
|**                                                                                                                         |  | Incorporated by reference herein filed as Exhibit 3 to Form 10-QSB filed on July 15, 2003.       |  |                                                                               
|***                                                                                                                        |  | Incorporated by reference herein filed as an exhibit to Form 10-KSB/A filed on August 29, 2006  
|                                                                                                                          
|FORM 8-K                                                                                                                  
|Date Filed                                                                                                                 |  | Item(s) Reported                                                                                 |  |                                                                                |  |                 |  |                
|                                                                                                                          
|03/18/2005                                                                                                                 |  | Items 4.01 and 9.01                                                                              |  |                                                                                |  |                 |  |                
|                                                                                                                           |  | Amendments to this 8-K were filed on 04/01/2005 and 04/05/2005                                   |  |                                                                                |  |                
|                                                                                                                          
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                            |  |                                                                                                  |  |                                                                                |  |                
|                                                                                                                          
|The following table sets forth fees billed to us by our independent auditors for the year ended November 30,              
|2004 and November 30, 2003 for (i) services rendered for the audit of our annual financial statements and the review of   
|our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or 
|review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax
|preparation, compliance, advice and assistance.                                                                            |  |                                                                                                  |  |                                                                                |  |                 |  |                
|                                                                                                                          
|                                                                                                                           |  | SERVICES                                                                                         |  | 2005                                                                           |  | 2004           
|                                                                                                                          
|Audit fees                                                                                                                 |  |                                                                                                  |  |                                                                                |  | $ 7,000.00      |  | $ 7,000.00     
|Audit-related fees                                                                                                         |  |                                                                                                  |  | $             0                                                                |  | $             0
|Tax fees                                                                                                                   |  |                                                                                                  |  |                                                                                |  | $             0 |  | $             0
|All other fees                                                                                                             |  |                                                                                                  |  |                                                                                |  | $             0 |  | $             0
|                                                                                                                          
|Total fees                                                                                                                 |  |                                                                                                  |  |                                                                                |  | $ 7,000.00      |  | $ 7,000.00     
|                                                                                                                          
|-38-                                                                                                                      

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|SIGNATURES                                                                                                  
|------------------------------------------------------------------------------------------------------------
|<R>                                                                                                         
|Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly     
|caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                
|                                                                                                            
|US BIODEFENSE, INC.                                                                                         
|                                                                                                            
|Signature                                                                                                   
|                                                                                                            
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of
|the registrant and in the capacities and on the dates indicated.                                            
|                                                                                                            
|US BIODEFENSE, INC.                                                                                         
|                                                                                                            
|Signature                                                                                                   
|                                                                                                            
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|/s/ Cyndi Chen                                                                                              
|Cyndi Chen                                                                                                  
|                                                                                                            
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|-39-                                                                                                        
|</R>                                                                                                        

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