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

                           Form 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the Fiscal Year Ended November 30, 2003

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

    For the Transition Period from __________ to ____________

Commission File Number 000-31431


                      US BIODEFENSE, INC.
                    ----------------------
         (Name of small business issuer in its charter)

             Utah                            33-0052057
          ----------                     -----------------
(State or other jurisdiction of    (I.R.S. employer identification
incorporation or organization)                 number)

     13674 E. Valley Blvd.                    91746
     City of Industry, CA
   ------------------------                 --------
(Address of principal executive            (Zip code)
           offices)

Issuer's telephone number: (626) 961-8039

Securities Registered Pursuant to Section 12(b) of the Act: NONE

      Title of each class        Name of each exchange on which
                                           registered

----------------------------     -----------------------------

----------------------------     -----------------------------


Securities Registered Pursuant to Section 12(g) of the Act:

                             COMMON
                          ------------
                        (Title of class)

                          ------------
                        (Title of class)

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  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




                                -1-




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 $0.

The  Company's  common  stock is listed on  the  Over-the-Counter
Bulletin  Board  under  the  stock  ticker  symbol  "UBDF."   The
aggregate market value of the voting and non-voting common equity
held by non-affiliates as of March 15, 2004 was $1,621,584.

The  number of shares outstanding of each of the issuer's classes
of common equity, as of November 30, 2003 was 10,101,349.

               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]


PART I                                                                    3

ITEM 1.  BUSINESS.                                                        3
ITEM 2.  DESCRIPTION OF PROPERTY                                          6
ITEM 3.  LEGAL PROCEEDINGS                                                6
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              6

PART II                                                                   6

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         7
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        8
ITEM 7.  FINANCIAL STATEMENTS                                             9
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE                            22
PART III                                                                 23

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT     23
ITEM 10. EXECUTIVE COMPENSATION                                          24
ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS   24
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  25
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                25
ITEM 14. CONTROLS AND PROCEDURES                                         26

SIGNATURES                                                               27








                                -2-




                   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, Originally  New  York'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.

Business of Issuer

Principal Products and Principal Markets

     We  intend to provide diversified professional and technical
services involving the application of scientific, engineering and
management expertise to provide biological defense solutions  for
government  and commercial customers in the U.S. and abroad.   We
are  currently developing our internal operations and researching
potential opportunities for our business.

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.






                                -3-





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.

Government Approval of Principal Products or Services

     We  expect  the  U.S. Government to be one  of  our  primary
customers.  Many of the U.S. Government programs in which we  may
participate  as  a  contractor or subcontractor  may  extend  for
several  years.   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 through the date  of
termination  and  will  be  paid a proportionate  amount  of  the
stipulated  profit  or  fee attributable  to  the  work  actually
performed.   No assurance can be given that contract and  program
modifications,  curtailments  or terminations  will  not  have  a
material adverse effect on us.

     In  addition, the U.S. Government may terminate  a  contract
for  default.  Such a termination could have a significant impact
on our business.  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

     Our  management  does  not  believe  that  any  existing  or
probable   government  regulations  could  impact  our  business.
However,  we  could  be indirectly affected  if  our  independent
manufacturers fail to operate in compliance with applicable  laws
and   regulations.   Although  our  internal  guidelines  promote
ethical  business practices, we do not control these  vendors  or
their  labor practices.  The violation of labor or other laws  by
an  independent manufacturer, or the divergence of an independent
manufacturer's labor practices from those generally  accepted  as
ethical  in the United States, could result in adverse  publicity
for us and could reduce sales of our products.

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  sales
representatives to market our products for us on  an  independent
contractor basis.  These representatives are not intended  to  be
employees of our company.

Reports to Security Holders

Annual Reports

     We  intend to deliver annual reports to security holders and
the  United States Securities and Exchange Commission on Form 10-
KSB  in  accordance  with the provisions of  Section  12  of  the
Securities Exchange Act of 1934, as amended.  Such annual reports
will include audited financial statements.




                                -4-





Periodic Reports with the SEC

     As  of  the  date of this annual report, we have  filed  all
necessary periodic reports with the SEC, as required by  law  and
regulations applicable to fully reporting companies.

Availability of Filings

     You may read and copy any materials we file with the SEC  at
the  SEC's  Public  Reference Room at  450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.   You may  obtain  information  on  the
operation of the Public Reference Room by calling the SEC  at  1-
800-SEC-0330.   Additionally, the SEC maintains an Internet  site
(http://www.sec.gov) that contains reports, proxy and information
statements  and  other information regarding  issuers  that  file
electronically with the SEC.

Risk Factors

We  may  be unable to continue as a going concern if we  fail  to
generate  sufficient  revenues and/or fail to  obtain  additional
capital.

     We  have  limited funds and operations.  For the year  ended
November  30,  2003, we have incurred a total  loss  of  $110,000
without generating any revenues.  We will not be profitable until
we are able to develop marketable products and derive substantial
revenues from sales of those products.  We expect to continue  to
lose money unless we are able to generate sufficient revenues and
cash  flows or obtain adequate funding through external offerings
of  our equity or debt.  There are no assurances that we will  be
able  to  generate  sales or that additional  financing  will  be
available,  or if available, will be on terms acceptable  to  us.
If  adequate working capital is not available, the value  of  our
Company's  common  shares will be negatively affected  and  could
result in the loss of your entire investment.

We may not be able to compete against our larger competitors.

     Significantly all of our competitors have greater financial,
distribution,  marketing and other resources  and  have  achieved
greater  recognition for their brand names for product  lines  or
certain  products  than  we have.  As a  result,  some  of  these
competitors may be able to devote greater resources to  marketing
and  promotional  activities  or adopt  more  aggressive  pricing
policies than we may be able to.  Increased competition  in  this
manner  may result in reduced operating margins or loss of market
share.

A  substantial percentage of our revenue is from U.S.  Government
customers and the regional Bell operating companies

     We  expect  to derive a substantial portion of our  revenues
from   the   U.S.   Government  as  a  prime  contractor   or   a
subcontractor.   Our revenues could be adversely  impacted  by  a
reduction in the overall level of U.S. Government spending and by
changes   in   its  spending  priorities  from  year   to   year.
Furthermore,  even  if  the  overall  level  of  U.S.  Government
spending  does  increase or remains stable, the  budgets  of  the
government agencies with whom we may do business may be decreased
or  our  projects  with  them  may not  be  sufficiently  funded,
particularly because Congress usually appropriates  funds  for  a
given  project  on  a  fiscal-year  basis  even  though  contract
performance  may  take  more than one  year.   The  current  Iraq
conflict may adversely impact our revenues in fiscal year 2004 if
U.S. Government funding shifts to direct war fighting efforts, as
we  may  experience delays in new contract awards and funding  of
current  contracts that are not directly related to the conflict.
In addition, obtaining U.S. Government contracts remains a highly
competitive process and this may lead to a greater portion of our
revenue  base  being associated with contracts  providing  for  a
lower amount of reimbursable cost than we otherwise may have been
able to recover.

We face risks relating to Government contracts

     The   Government  may  modify,  curtail  or  terminate   our
contracts.   Many  of the U.S. Government programs  in  which  we
expect to participate as a contractor or subcontractor may extend
for several years; however, these programs are normally funded on
an  annual  basis.   The U.S. Government may modify,  curtail  or
terminate  its  contracts and subcontracts  at  its  convenience.
Modification, curtailment or termination of our major programs or
contracts could have a material adverse effect on our results  of
operations and financial condition.




                                -5-





     Our  business  is subject to potential Government  inquiries
and  investigations.  We will be, from time to time,  subject  to
certain  U.S.  Government  inquiries and  investigations  of  our
business  practices due to participation in government contracts.
We cannot assure you that any such inquiry or investigation would
not  have  a material adverse effect on our results of operations
and financial condition.

     Our  contract  costs  are subject to  audits  by  Government
agencies.   The costs we anticipate incurring on U.S.  Government
contracts, including allocated indirect costs, may be audited  by
U.S.  Government  representatives.  These audits  may  result  in
adjustments  to our contract costs.  We intend to negotiate  with
the  U.S.  Government representatives before  settling  on  final
adjustments to our contract costs.  We do not know the outcome of
any  future  audits  and adjustments and we may  be  required  to
reduce  our  revenues  or  profits  upon  completion  and   final
negotiation of these audits.

Our business could suffer if we fail to attract, train and retain
skilled employees

     The availability of highly trained and skilled professional,
administrative and technical personnel is critical to our  future
growth and profitability.  Competition for scientists, engineers,
technicians, management and professional personnel is intense and
competitors  aggressively  recruit  key  employees.   Because  of
competition  for  experienced personnel, particularly  in  highly
specialized  areas, it will be difficult to meet our  anticipated
needs  for  these  employees in a timely manner.   We  intend  to
devote   significant  resources  to  recruit,  train  and  retain
qualified employees; however, we cannot assure you that  we  will
be able to attract and retain such employees on acceptable terms.
Any  failure to do so could have a material adverse effect on our
operations.

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.

Certain  Nevada  corporation  law  provisions  could  prevent   a
potential takeover, which could adversely affect the market price
of our common stock.

     We   are   incorporated  in  the  State  of  Utah.   Certain
provisions  of  Utah corporation law could adversely  affect  the
market  price of our common stock.  Because Utah corporation  law
requires  board approval of a transaction involving a  change  in
our  control, it would be more difficult for someone  to  acquire
control  of  us.   Utah  corporate  law  also  discourages  proxy
contests  making it more difficult for you and other shareholders
to  elect  directors  other  than  the  candidate  or  candidates
nominated   by   our  board  of  directors.   Our   articles   of
incorporation and by-laws contain no similar provisions.




                                -6-





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 no  charge  to  us.
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

     We  are not currently involved in any legal proceedings  nor
do we have knowledge of any threatened litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     We did not hold a shareholders meeting in 2003, thus there
was no vote of securities holders in 2003.

                             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(R) for each quarter
of the last two fiscal years:

      Quarter Ended         High     Low
     -------------------------------------
     December 31, 2003     $18.00  $12.00
     September 30, 2003    $15.00  $13.00
     June 30, 2003         $15.00  $ 3.00
     March 31, 2003       $  3.00  $ 3.00

     December 31, 2002    $  7.00  $ 3.00
     September 30, 2002   $  7.00 $  7.00
     June 30, 2002        $  7.00 $  6.00
     March 31, 2002       $  6.00 $  5.00


     OTCBB(R)  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.

Holders

     As  of  the  date of this prospectus, we have  approximately
10,101,349  shares of $0.001 par value common  stock  issued  and
outstanding held by approximately 100 shareholders of record.




                                -7-





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.

Securities  Authorized  for  Issuance Under  Equity  Compensation
Plans

     The following table provides the following information as of
November  30,  2003,  for  equity compensation  plans  previously
approved  by  security holders, as well as those  not  previously
approved by security holders:

  1.   The number of securities to be issued upon the exercise of
       outstanding options, warrants and rights;

  2.   The weighted-average exercise price of the outstanding
       options, warrants and rights; and

  3.   Other than securities to be issued upon the exercise of the
       outstanding options, warrants and rights, the number of
       securities remaining available for future issuance under the
       plan.


      Plan Category             Number of     Weighted    Number of
                                Securities    average     securities
                                  to be       exercise    remaining
                               issued upon    price of    available
                               exercise of  outstanding   for future
                               outstanding    options,     issuance
                                 options,     warrants
                                 warrants    and rights
                                and rights
                                   (a)          (b)          (c)
----------------------------------------------------------------------
Equity compensation plans           -            -            -
approved by security holders

Equity compensation plans           -            -            -
not approved by security
holders

Total                               -            -            -


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Forward Looking Statements

     Some  of  the statements contained in this Form 10-KSB  that
are  not historical facts are "forward-looking statements"  which
can  be identified by the use of terminology such as "estimates,"
"projects,"   "plans,"   "believes,"  "expects,"   "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties.  We urge you to
be   cautious  of  the  forward-looking  statements,  that   such
statements, which are contained in this Form 10-KSB, reflect  our
current  beliefs with respect to future events and involve  known
and  unknown risks, uncertainties and other factors affecting our
operations,  market growth, services, products and licenses.   No
assurances  can  be  given regarding the  achievement  of  future
results,  as actual results may differ materially as a result  of
the  risks  we  face,  and  actual events  may  differ  from  the
assumptions  underlying  the  statements  that  have  been   made
regarding  anticipated  events.  Factors that  may  cause  actual
results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking
statements include without limitation:




                                -8-





     1.   Our ability to maintain, attract and integrate internal
          management, technical information and management information
          systems;

     2.   Our ability to generate customer demand for our products;

     3.   The intensity of competition; and

     4.   General economic conditions.

     All  written  and  oral forward-looking statements  made  in
connection with this Form 10-KSB that are attributable to  us  or
persons  acting  on our behalf are expressly qualified  in  their
entirety by these cautionary statements.  Given the uncertainties
that  surround such statements, you are cautioned  not  to  place
undue reliance on such forward-looking statements.

Plan of Operation

     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
have not generated any revenues since we emerged from bankruptcy.

     We  intend to provide diversified professional and technical
services involving the application of scientific, engineering and
management expertise to provide biological defense solutions  for
government  and commercial customers in the U.S. and abroad.   We
are  currently developing our internal operations and researching
potential opportunities for our business.  We expect to  continue
to  experience  additional expenditures and incur ongoing  losses
until we are able to implement our services and generate revenues
and cash flows to satisfy our financial obligations.

     We  have  no  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.   We have no formal written agreement with Mr.  Chin  for
such  loans, and we cannot guarantee you that we will be able  to
enforce  this 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  and  have  not
commenced planned principal operations.

     We  currently do not own any significant plant or  equipment
that we would seek to sell in the near future.

     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.   We outsource for the manufacture of our  products,
as  well as the hosting and maintenance of our web site, thus our
responsibilities are related predominantly to graphic design  and
administrative   duties.    Additionally,   our   marketing   and
advertising  efforts are mainly conducted via the  Internet,  and
can  be designed by our current staff or our third-party Internet
services  firm.  While we believe that the addition of  employees
is  not  required over the next 12 months, we intend to  contract
sales  representatives  to  market our  products  for  us  on  an
independent  contractor  basis.  These  representatives  are  not
intended to be employees of our company.

     We  have  not  paid for expenses on behalf  of  any  of  our
directors.   Additionally, we believe that this  fact  shall  not
materially change.




                                -9-





ITEM 7.  FINANCIAL STATEMENTS

     The following documents (pages F-1 to F-8) form part of the
report on the Financial Statements

                                                          PAGE

Independent Auditor's Report                              F-1
Balance Sheets                                            F-2
Income Statements                                         F-3
Statement of Stockholders' Equity                         F-4
Statement of Cash Flows                                   F-5
Footnotes                                                 F-6































                                -10-












                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)

                         Balance Sheets
                              as of
                   November 30, 2003 and 2002

                               and

                    Statements of Operations,
                    Stockholders' Equity, and
                           Cash Flows
                       for the years ended
                   November 30, 2003 and 2002




























                                -11-





                        TABLE OF CONTENTS




                                                           PAGE

Independent Auditor's Report                                1

Balance Sheets                                              2

Statements of Operations                                    3

Statements of Changes in Stockholders' Equity               4

Statements of Cash Flows                                    5

Footnotes                                                   6

























                                -12-





Beckstead and Watts, LLP
Certified Public Accountants
                                                   3340 Wynn Road
                                              Las Vegas, NV 89102
                                                     702.257.1984
                                               702.362.0540 (fax)

                  INDEPENDENT AUDITOR'S REPORT


Board of Directors
US Biodefense,Inc.
Las Vegas, NV

We  have  audited  the  Balance  Sheets  of  US  Biodefense,Inc.,
(formerly  Piedmont, Inc.) (the "Company"), as  of  November  30,
2003   and  2002,  and  the  related  Statements  of  Operations,
Stockholders'  Equity, and Cash Flows for the years  then  ended.
These   financial  statements  are  the  responsibility  of   the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards  in  the United  States  of  America.   Those
standards  require that we plan and perform the audit  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  statement presentation.  An audit  also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement  presentation.  We believe  that  our  audit
provides a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  US  Biodefense,Inc. (formerly Piedmont, Inc.) as of  November
30,  2003  and 2002, and the results of its operations  and  cash
flows  for  the  years then ended, in conformity  with  generally
accepted accounting principles in the United States of America.

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.


/s/ Beckstead and Watts, LLP

March 8, 2004





                            -13-   F-1




                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                         Balance Sheets



                                                            November 30,
                                                       ----------------------
                                                          2003       2002
                                                       ----------------------
Assets

Current assets:
  Cash                                                       $-          $-
  Prepaid services - related party                       25,000           -
  Prepaid services                                       12,000           -
                                                       ----------------------
    Total current assets                                 37,000           -
                                                       ----------------------

                                                        $37,000          $-
                                                       ======================
Liabilities and Stockholders' Equity

Current liabilities:                                         $-          $-
                                                       ----------------------
Stockholders' equity:
  Common stock, $0.001 par value, 100,000,000 shares
authorized, 10,101,349 and 101,349 shares issued
and outstanding as of 11/30/03 and 11/30/02,
respectively                                            10,101         101

Additional paid in capital                            3,793,289   3,656,289

Accumulated deficit                                  (3,766,390) (3,656,390)
                                                       ----------------------
                                                         37,000           -
                                                       ----------------------

                                                             $-          $-
                                                       ======================



The accompanying notes are an integral part of these financial
                           statements.





                            -14-   F-2





                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                    Statements of Operations


                                                     For the       For the
                                                    year ended    year ended
                                                    November 30,  November 30,
                                                       2003          2002
                                                   ---------------------------

Revenue                                                     $-           $-
                                                   ---------------------------
Expenses:
General & administrative expenses - related party      110,000            -
General & administrative expenses                            -            -
                                                   ---------------------------
Total expenses                                         110,000            -
                                                   ---------------------------

Net (loss)                                           $(110,000)          $-
                                                   ===========================

Weighted average number of
common shares outstanding - basic and fully diluted  4,156,144      101,349
                                                   ===========================

Net (loss) per share - basic and fully diluted          $(0.03)          $-
                                                   ===========================


The accompanying notes are an integral part of these financial
                           statements.


















                            -15-   F-3





                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
          Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>

                                                  Additional               Total
                                 Common Stock     Paid-in     Accumulated  Stockholers'
                                Shares    Amount  Capital     Deficit      Equity
                              ----------------------------------------------------------
<S>                               <C>       <C>       <C>          <C>         <C>

Balance, November 30, 2000      101,349     $101  $3,656,289  $(3,656,390)         $-

Net income
  For the year ended
  November 30, 2001                                                     -           -
                              ----------------------------------------------------------

Balance, November 30, 2001      101,349      101   3,656,289   (3,656,390)          -

Net (loss)
  For the year ended
  November 30, 2002                                                     -           -
                              ----------------------------------------------------------

Balance, November 30, 2002      101,349      101   3,656,289   (3,656,390)          -

August 2003
  Issued for payroll -        9,000,000    9,000     126,000                  135,000
  related party

August 2003
  Issued for prepaid          1,000,000    1,000      11,000                   12,000
  services

Net (loss)
  For the year ended
  November 30, 2003                                              (110,000)   (110,000)
                              ----------------------------------------------------------

Balance, November 30, 2003   10,101,349  $10,101  $3,793,289  $(3,766,390)    $37,000
                              ==========================================================

</TABLE>




The accompanying notes are an integral part of these financial
                           statements.






                            -16-   F-4




                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                    Statements of Cash Flows



                                                     For the       For the
                                                    year ended    year ended
                                                    November 30,  November 30,
                                                       2003          2002
                                                   ---------------------------

Cash flows from operating activities
Net (loss)                                           $(110,000)         $-
Adjustments to reconcile net
(loss) to cash (used) by operating activities:
    Shares issued for payroll - related party          110,000           -
    Shares issued for prepaid payroll - related party   25,000
    Shares issued for prepaid services                  12,000
    Increase in prepaid expenses                       (37,000)          -
                                                   ---------------------------
Net cash (used) by operating activities                      -           -
                                                   ---------------------------

Net increase (decrease) in cash                              -           -
Cash - beginning                                             -           -
                                                   ---------------------------
Cash - ending                                               $-          $-
                                                   ===========================
Supplemental disclosures:
  Interest paid                                             $-          $-
                                                   ===========================
  Income taxes paid                                         $-          $-
                                                   ===========================
Non-cash transactions:
  Stock issued for payroll - related party            $110,000          $-
  Stock issued for prepaid payroll - related party      25,000
  Stock issued for prepaid services                     12,000           -
                                                   ===========================
  Number of shares issued for services              10,000,000           -
                                                   ===========================



The accompanying notes are an integral part of these financial
                           statements.





                            -17-   F-5





                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                              Notes

Note 1 - History and organization of the company

The Company was organized June 29, 1983 (Date of Inception) under
the laws of the State of Utah, as Teal Eye, Inc. 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 Candy Corporation, Inc.  On January 6,
1998,  the Company amended its Articles of Incorporation changing
its name to Piedmont, Inc.  On or about May 31, 2003, the Company
amended its articles of incorporation and changed its name to  US
Biodefense,  Inc.   The new board of directors is  interested  in
changing  the company's focus towards developing, acquiring,  and
assisting companies in the bio defense industry.

Note 2 - Accounting policies and procedures

Cash and cash equivalents
The  Company  maintains a cash balance in a  non-interest-bearing
account  that currently does not exceed federally insured limits.
For  the  purpose  of the statements of cash  flows,  all  highly
liquid  investments with an original maturity of three months  or
less  are considered to be cash equivalents.  There were no  cash
equivalents as of November 30, 2003 and 2002.

Impairment of long-lived assets
Long-lived  assets held and used by the Company are reviewed  for
possible impairment whenever events or circumstances indicate the
carrying  amount  of  an  asset may  not  be  recoverable  or  is
impaired.  No such impairments have been identified by management
at November 30, 2003 and 2002.

Revenue recognition
The  Company recognizes revenue and gains when earned and related
costs of sales and expenses when incurred.

Advertising costs
The Company expenses all costs of advertising as incurred.  There
were  no  advertising  costs included  in  selling,  general  and
administrative expenses in 2003 or 2002.

Loss per share
Net  loss  per share is provided in accordance with Statement  of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings  Per
Share".   Basic  loss  per share is computed by  dividing  losses
available  to common stockholders by the weighted average  number
of  common shares outstanding during the period.  The Company had
no  dilutive common stock equivalents, such as stock  options  or
warrants as of November 30, 2003 and 2002.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up  Activities," which provides guidance on  the  financial
reporting  of  start-up costs and organizational costs,  requires
most costs of start-up activities and organizational costs to  be
expensed  as  incurred.  SOP 98-5 is effective for  fiscal  years
beginning after December 15, 1998.  With the adoption of SOP  98-
5,  there has been little or no effect on the Company's financial
statements.

Estimates
The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts  of revenue and expenses during  the  reporting
period.  Actual results could differ from those estimates.





                            -18-   F-6





                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                              Notes

Fair value of financial instruments
Fair  value  estimates discussed herein are  based  upon  certain
market   assumptions  and  pertinent  information  available   to
management  as  of  November 30, 2003 and 2002.   The  respective
carrying  value of certain on-balance-sheet financial instruments
approximated  their  fair  values.  These  financial  instruments
include  cash and accounts payable. Fair values were  assumed  to
approximate  carrying values for cash and payables  because  they
are  short  term in nature and their carrying amounts approximate
fair values or they are payable on demand.

Income Taxes
Deferred  income tax assets and liabilities are computed annually
for differences between the financial statement and tax basis  of
assets  and liabilities that will result in taxable or deductible
amounts  in  the  future  based on enacted  tax  laws  and  rates
applicable  on the periods in which the differences are  expected
to  affect  taxable income.  Valuation allowances are established
when  necessary  to  reduce deferred tax  assets  to  the  amount
expected  to be realized.  Income tax expense is the tax  payable
or  refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

Segment reporting
The  Company follows Statement of Financial Accounting  Standards
No. 130, "Disclosures About Segments of an Enterprise and Related
Information". The Company operates as a single segment  and  will
evaluate additional segment disclosure requirements as it expands
its operations.

Dividends
The  Company has not yet adopted any policy regarding payment  of
dividends.   No  dividends  have  been  paid  or  declared  since
inception.

Recent pronouncements
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated  with  Exit or Disposal Activities",  which  addresses
financial accounting and reporting for costs associated with exit
or  disposal activities and supersedes EITF No. 94-3,  "Liability
Recognition for Certain Employee Termination Benefits  and  Other
Costs to Exit an Activity (including Certain Costs Incurred in  a
Restructuring)."  SFAS No. 146 requires that a  liability  for  a
cost  associated with an exit or disposal activity be  recognized
when  the liability is incurred. Under EITF No. 94-3, a liability
for  an  exit  cost  was recognized at the date  of  an  entity's
commitment  to  an exit plan. SFAS No. 146 also establishes  that
the  liability should initially be measured and recorded at  fair
value. The provisions of SFAS No. 146 will be adopted for exit or
disposal activities that are initiated after December 31, 2003.

In  December 2002, the FASB issued SFAS No. 148, "Accounting  for
Stock-Based  Compensation-Transition and Disclosure-an  amendment
of SFAS No. 123." This Statement amends SFAS No. 123, "Accounting
for Stock-Based Compensation", to provide alternative methods  of
transition for a voluntary change to the fair value based  method
of accounting for stock-based employee compensation. In addition,
this statement amends the disclosure requirements of SFAS No. 123
to  require  prominent  disclosures in both  annual  and  interim
financial  statements about the method of accounting  for  stock-
based employee compensation and the effect of the method used  on
reported results. The adoption of SFAS No. 148 is not expected to
have  a  material impact on the company's financial  position  or
results of operations.




                            -19-   F-7





                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                              Notes

In November 2002, the FASB issued FASB Interpretation ("FIN") No.
45,   "Guarantors  Accounting  and  Disclosure  Requirements  for
Guarantees,  Including Indirect Guarantees  and  Indebtedness  of
Others",  an  interpretation  of FIN  No.  5,  57  and  107,  and
rescission  of FIN No. 34, "Disclosure of Indirect Guarantees  of
Indebtedness of Others". FIN 45 elaborates on the disclosures  to
be  made  by  the  guarantor in its interim and annual  financial
statements about its obligations under certain guarantees that it
has  issued. It also requires that a guarantor recognize, at  the
inception of a guarantee, a liability for the fair value  of  the
obligation  undertaken  in  issuing the  guarantee.  The  initial
recognition and measurement provisions of this interpretation are
applicable  on  a  prospective  basis  to  guarantees  issued  or
modified  after December 31, 2003; while, the provisions  of  the
disclosure requirements are effective for financial statements of
interim  or  annual periods ending after December 15,  2002.  The
company  believes  that the adoption of such interpretation  will
not  have a material impact on its financial position or  results
of  operations  and will adopt such interpretation during  fiscal
year 2003, as required.

In  January  2003, the FASB issued FIN No. 46, "Consolidation  of
Variable  Interest  Entities",  an interpretation  of  Accounting
Research  Bulletin  No.  51. FIN No. 46  requires  that  variable
interest entities be consolidated by a company if that company is
subject  to  a  majority of the risk of loss  from  the  variable
interest entity's activities or is entitled to receive a majority
of  the  entity's  residual returns or  both.  FIN  No.  46  also
requires  disclosures  about  variable  interest  entities   that
companies are not required to consolidate but in which a  company
has   a   significant   variable  interest.   The   consolidation
requirements  of  FIN No. 46 will apply immediately  to  variable
interest   entities   created  after  January   31,   2003.   The
consolidation  requirements will apply  to  entities  established
prior  to  January 31, 2003 in the first fiscal year  or  interim
period beginning after June 15, 2003. The disclosure requirements
will  apply in all financial statements issued after January  31,
2003.  The company will begin to adopt the provisions of FIN  No.
46 during the first quarter of fiscal 2003.

In  May  2003,  the  FASB issued SFAS No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of   Both
Liabilities  and Equity." SFAS No. 150 changes the classification
in   the  statement  of  financial  position  of  certain  common
financial   instruments   from   either   equity   or   mezzanine
presentation  to  liabilities and requires  an  issuer  of  those
financial  statements  to  recognize changes  in  fair  value  or
redemption  amount, as applicable, in earnings. SFAS No.  150  is
effective  for  financial instruments entered  into  or  modified
after  May 31, 2003, and with one exception, is effective at  the
beginning  of the first interim period beginning after  June  15,
2003. The effect of adopting SFAS No. 150 will be recognized as a
cumulative effect of an accounting change as of the beginning  of
the  period  of  adoption. Restatement of prior  periods  is  not
permitted. SFAS No. 150 did not have any impact on the  Company's
financial position or results of operations.

Stock-Based Compensation
The  Company  accounts  for stock-based awards  to  employees  in
accordance  with  Accounting Principles  Board  Opinion  No.  25,
"Accounting   for   Stock  Issued  to  Employees"   and   related
interpretations  and has adopted the disclosure-only  alternative
of SFAS No. 123, "Accounting for Stock-Based Compensation."
Options  granted to consultants, independent representatives  and
other non-employees are accounted for using the fair value method
as prescribed by SFAS No. 123.

Year end
The Company has adopted November 30 as its fiscal year end.




                            -20-   F-8





                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                              Notes

Note 3 - Going concern

The accompanying financial statements have been prepared assuming
the  Company will continue as a going concern.  As shown  in  the
accompanying financial statements, the Company has incurred a net
loss of $110,000 for the year ended November 30, 2003, and had no
sales.   The future of the Company is dependent upon its  ability
to  obtain  financing and upon future profitable operations  from
the  development of its new business opportunities.  In order  to
obtain  the  necessary  capital, the Company  is  seeking  equity
and/or  debt  financing.   If  the  financing  does  not  provide
sufficient capital, some of the shareholders of the Company  have
agreed to provide sufficient funds as a loan over the next twelve
month  period.   The  financial statements  do  not  include  any
adjustments relating to the recoverability and classification  of
recorded  assets,  or  the  amounts  of  and  classification   of
liabilities  that  might be necessary in the  event  the  Company
cannot continue in existence.

These  conditions  raise substantial doubt  about  the  Company's
ability   to  continue  as  a  going  concern.   These  financial
statements  do not include any adjustments that might arise  from
this uncertainty.

Note 4 - Income taxes

The  Company  accounts  for  income  taxes  under  Statement   of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes"  ("SFAS  No. 109"), which requires use  of  the  liability
method.    SFAS  No.  109 provides that deferred tax  assets  and
liabilities are recorded based on the differences between the tax
bases  of  assets and liabilities and their carrying amounts  for
financial   reporting   purposes,  referred   to   as   temporary
differences.  Deferred tax assets and liabilities at the  end  of
each  period are determined using the currently enacted tax rates
applied  to  taxable income in the periods in which the  deferred
tax  assets  and  liabilities  are  expected  to  be  settled  or
realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before  provision for income taxes.  The sources and tax  effects
of the differences are as follows:

                      U.S federal statutory rate      (34.0%)

                      Valuation reserve                34.0%
                                                      --------
                      Total                               -%
                                                      ========


As of November 30, 2003, the Company has a net operating loss
carry forward as follows:

   Year         Amount       Expiration
  ---------------------------------------
   2002      $         -        2022

   2003      $   110,000        2023


Note 5 - Stockholders' equity

The  Company  is authorized to issue 100,000,000  shares  of  its
$0.001 par value common stock.

As  of  November  30, 2000, the Company had a  total  of  101,349
shares issued and outstanding.

On May 14, 2003, the Company authorized a 1-for-100 reverse stock
split with an effective date of June 25, 2003.  All share and per
share  amounts  have been retroactively restated to  reflect  the
split discussed below.

On  August  6, 2003, the Company issued 9,000,000 shares  of  its
$0.001  par value common stock to an individual who is an officer
and director as payment for his services for twelve months and as
a  bonus  valued  at  the fair market value of  the  services  of
$135,000.  See note 7 for additional discussion on this issue.




                            -21-   F-9




                       US Biodefense, Inc.
                    (Formerly Piedmont, Inc.)
                              Notes

On  August  6, 2003, the Company issued 1,000,000 shares  of  its
$0.001  par  value common stock to an individual for a  one  year
consulting  agreement  valued at the fair  market  value  of  the
services  of  $12,000.  See note 7 for additional  discussion  on
this issue.

As  of  November 30, 2003, there have been no other issuances  of
common stock.

Note 6 - Warrants and options

As  of  November  30, 2003 and 2002, there were  no  warrants  or
options  outstanding to acquire any additional shares  of  common
stock.

Note 7 - Contracts and agreements

On  April  1,  2003,  the  Company  entered  into  an  employment
agreement  with an individual who is an officer and  director  of
the company.  The compensation is $60,000 annually.  The term  of
the  agreement is one year and is automatically renewed annually.
For  the  first  year's  compensation,  the  Company  issued  the
individual 9,000,000 shares of its $0.001 par value common  stock
for  $135,000.  The Company recognized $110,000 as an expense  in
the  year  ended  November 30, 2003 and prepaid payroll  for  the
unearned portion of $25,000.

On June 10, 2003, the Company entered into an agreement with Erin
Rahe.   The agreement has a term of one year 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.  The
compensation  for  the agreement was paid with  the  issuance  of
1,000,000  shares of common stock.  As of November 30, 2003,  the
Company had recorded a prepaid expense of $12,000.

Note 8 - Related party transactions

Office  space  and  services are provided  without  charge  by  a
director  and  shareholder.  Such costs  are  immaterial  to  the
financial  statements and, accordingly, have not  been  reflected
therein.   The officers and directors of the Company are involved
in  other  business  activities and may, in  the  future,  become
involved in other business opportunities.  If a specific business
opportunity becomes available, such persons may face  a  conflict
in  selecting  between  the  Company  and  their  other  business
interests.   The  Company has not formulated  a  policy  for  the
resolution of such conflicts.





                            -22-   F-10





ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     None--Not Applicable

                            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         POSITION                 PERIOD SERVING        TERM
----------------------------------------------------------------------
David Chin   President, CEO and       June 2003 - 2004     1 year (1)
             Director

Footnotes:

  (1)   Directors hold office until the next annual stockholders'
     meeting to be held in 2004 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  Chin attended the University of Irvine from  1988  to
1993, studying general education, management and business.  Since
1996 Mr. Chin has built a start-up company involved with vocation
training  with $100,000 dollars in revenue in 1996 to $2  million
in  2002.  Mr. Chin has experience in the formation, organization
and operation of start-up businesses.

     Currently  Mr. Chin serves as Director, Chairman, President,
and   CEO  of  Citishare,  Inc.,  Financialnewusa.com  Inc.,  and
Investment  Club Education, Inc., and Camino Real Career  School.
His experience is as follows:

     2002 - Present:  President of Investment Club  Education, Inc.
     2002 - Present:  President of Financialnewsusa.com Inc.
     2002 - Present:  President of Citishare, Inc.
     1996 - Present:  President and Founder of Camino Real Career School

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.




                            -23-





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,  2003
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 2004 and had no  trading
activity in 2003.

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.  In the meanwhile, none of our
executive  officers have been drawing salaries  since  they  were
appointed to their positions.



                         Summary Compensation Table
<TABLE>
<CAPTION>

                        Annual                               Long-Term Compensation
                     Compensation
                    -------------------            ------------------------------------------
  Name and          Year  Salary  Bonus   Other    Restricted   Securities  LTIP     All
  Principal                               Annual   Stock        Underlying  Payouts  Other
  Position                                Compens  Awards       Options              Compens
                                          ation                                      ation
                           ($)     ($)     ($)      ($)           (#)        ($)      ($)


<S>                  <C>   <C>     <C>     <C>      <C>           <C>        <C>      <C>

David Chin          2003  60,000  75,000    -        -             -          -        -
President

</TABLE>

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  entered into an employment agreement with David Chin  in
April  2003, which was amended on January 1, 2004.  Mr.  Chin  is
engaged to serve as our President until April 30, 2004, at  which
time   the   contract  will  be  automatically   renewed   unless
terminated.

Stock Option Plan And Other Long-term Incentive Plan

     We currently do not have existing or proposed option/SAR
grants.




                            -24-





ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS

Security Ownership of Management and Certain Beneficial Owners

     The  following  table  sets forth as of  November  30,  2003
certain  information regarding the beneficial  ownership  of  our
common stock by:

     1.   Each person who is known us to be the beneficial owner of
       more than 5% of the common stock,

     2.   Each of our directors and executive officers and

     3.   All of our directors and executive officers as a group.

     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.

Title of   Name and Address                    Amount and    %  of
Class      of Beneficial Owner                 Nature of     Class
                                                Beneficial
                                                Owner
---------------------------------------------------------------------
Common     David Chin, President and           9,000,000     89.1%
Stock      Director(1)

           Officers and Directors as a Group   9,000,000     89.1%

Common     Erin Rahe (2)                       1,000,000      9.9%
Stock

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  April  1, 2003, we entered into an employment  agreement
with  David  Chin, an officer and director.  His compensation  is
$60,000 annually.  The term of the agreement is for one year  and
is   automatically  renewed  annually.   For  the  first   year's
compensation, we issued the individual 9,000,000 shares of common
stock for $135,000.

     On  June  10,  2003, we entered into a consulting  agreement
with Erin Rahe.  The agreement has a term of one year and may  be
extended  upon  agreement by both parties.  The compensation  for
the  agreement was paid with the issuance of 1,000,000 shares  of
common stock.

     Office  space  and services are provided without  charge  by
David Chin, a director and shareholder.





                            -25-





ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit  Name and/or Identification of Exhibit
Number

  3     Articles of Incorporation & By-Laws

           a.  Articles of Incorporation of Teal Eyes, Inc.
           Incorporated by reference herein filed as Exhibit (a)
           to Form 10SB12G filed on September 1, 2000.
           b.  Amendment to Articles of Incorporation of Teal
           Eyes, Inc.  Incorporated by reference herein filed as
           Exhibit (b) to Form 10SB12G filed on September 1,
           2000.

           c.  Amendment to Articles of Incorporation of Terzon
           Corporation.  Incorporated by reference herein filed
           as Exhibit (c) to Form 10SB12G filed on September 1,
           2000.

           d.  Amended and Restated Articles of Incorporation of
           Candy Stripers Candy Corp.  Incorporated by reference
           herein filed as Exhibit (d) to Form 10SB12G filed on
           September 1, 2000.
           e.  By-Laws of the Company.  Incorporated by reference
           herein filed as Exhibit (e) to Form 10SB12G filed on
           September 1, 2000.

           f.  Certificate of Amendment to Articles of
           Incorporation filed May 13, 2003.  Incorporated by
           reference herein filed as Exhibit 3 to Form 10-QSB
           filed on July 15, 2003.

  31    Certification under Section 906 of the Sarbanes-Oxley Act


  32    Section 1350 Certification


ITEM 14.  CONTROLS AND PROCEDURES

     Within  90 days prior to the date of filing of this  report,
we  carried out an evaluation, under the supervision and with the
participation  of our management, including the  Chief  Executive
Officer  and  our  Chief Financial Officer,  of  the  design  and
operation  of our disclosure controls and procedures.   Based  on
this  evaluation, our Chief Executive Officer and Chief Financial
Officer   have   concluded  that  our  disclosure  controls   and
procedures  are  effective  for  the  gathering,  analyzing   and
disclosing  the  information we are required to disclose  in  the
reports we file under the Securities Exchange Act of 1934, within
the  time periods specified in the SEC's rules and forms.   There
have  been no significant changes in our internal controls or  in
other  factors that could significantly affect internal  controls
subsequent to the date of this evaluation.





                            -26-





                           SIGNATURES

     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               Title                  Date
    -----------            ---------              --------

   /s/ David Chin       Chief Executive        March 11, 2004
   --------------         Officer and
     David Chin         Chief Financial
                            Officer

























                            -27-